20-F










Exhibit 4.6 


 Unofficial translation from Hebrew


 Trust Deed


 Made and entered into
in Tel Aviv, this 31 day of January, 2008


 By and Between:


 Plaza Centers N.V.


 A public company
incorporated in the Netherlands, No.:    33248324


 Of Keizersgracht 241
1016 EA Amsterdam, The Netherlands


 (Hereinafter:  the
“Company”)


 Of the first part;


 And:


 Reznik Paz Nevo Trustees Ltd.


 Of 14 Yad Harutzim
Street, Tel Aviv


 Tel.:  03-6393316; Fax:  
03-6393311


 (Hereinafter:  the
“Trustee”).


 Of the other part;


	
 

	
 

	
 


	
 Whereas

	
 

	
 the Company
  wishes to issue to the public the Company’s Series B Notes which are rated
  Aa3 by Midroog Ltd. as of the date of this Deed, all as set out in and
  subject to the provisions of section 2 of this Trust Deed; and


	
 

	
 

	
 


	
 Whereas

	
 

	
 the Company hereby declares that there is no impediment under any law
  and/or agreement to conduct the said issuance of the Company’s Series B Notes
  and to the fulfillment of its undertakings under this Deed; and


	
 

	
 

	
 


	
 Whereas

	
 

	
 the Trustee
  is a company registered in Israel, engaged in trusts that has the knowledge
  and professional skills required to perform its undertakings under this Deed;
  and 














	
 

	
 

	
 


	
 Whereas

	
 

	
 the Trustee
  has declared that there is no impediment under law to its entering into this
  Trust Deed with the Company and that it complies with the requirements and
  capacity conditions laid down in the Law, as defined below, to serve as
  trustee pursuant to this Trust Deed; and
  


	
 

	
 

	
 


	
 Whereas

	
 

	
 the Company
  has applied to the Trustee to serve as trustee for the noteholders and the
  Trustee has agreed thereto, all subject and pursuant to the terms of this
  Trust Deed; 





 Now, therefore, it is
agreed, declared and stipulated by and between the parties as follows:


	
 

	
 

	
 

	
 

	
 


	
 1.

	
Preamble, Interpretation And Definitions


	
 

	
 


	
 

	
 1.1

	
 The preamble
  to this Trust Deed and the appendixes attached hereto constitute an integral
  part hereof.


	
 

	
 

	
 


	
 

	
 1.2

	
 The division
  of this Trust Deed into sections as well as the section headings herein are
  for purposes of convenience and ease of reference only and shall not be used
  for the purpose of interpretation.


	
 

	
 

	
 


	
 

	
 1.3

	
Everything
stated in this Trust Deed in the plural shall also mean the singular and vice
versa; everything stated in the masculine shall also mean the feminine and
vice versa; and the term “person” shall
also mean a corporation, all unless there is any contrary expressed and/or
implied provision and/or unless the context or the contents otherwise
require.  


	
 

	
 

	
 


	
 

	
 1.4

	
 In this
  Trust Deed and in the Notes, the following terms shall have the meaning set
  out opposite them, unless the contents or the context otherwise require.


	
 

	
 

	
 


	
 

	
 

	
 “The Trust Deed” or “This Deed” – This Trust Deed, including
  the appendixes attached hereto, constituting an inseparable part hereof;





 2










	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 “Series B Notes” or “Series Notes” or the “Notes”
– a series of registered Series B
  Notes, unlimited in amount, of NIS 1 par value each of the Company, whose
  terms are set out in this Deed, to be issued from time to time at the
  Company’s exclusive discretion.


	
 

	
 

	
 


	
 

	
 

	
 The “Trustee” – The Trustee referred to at
  the outset of this Deed and/or anyone serving from time to time as trustee
  for the Noteholders hereunder;


	
 

	
 

	
 


	
 

	
 

	
 “Register” – The Register of Noteholders as
  set forth in section 23 herein;


	
 

	
 

	
 


	
 

	
 

	
 “Noteholder” or “Noteowner” – the person named at such time in the
Register
  as the owner of a Note of the Series of Notes, and in the event of a number
  of joint holders, the joint holder whose name appears first in the Register;


	
 

	
 

	
 


	
 

	
 

	
“Note Certificate” – A Series B Note
Certificate in such wording as set out in Appendix A hereto. 


	
 

	
 

	
 


	
 

	
 

	
 The “Law” or the “Securities Law” – the Securities Law, 5728 –
1968 and its
  regulations, as shall be in effect from time to time.


	
 

	
 

	
 


	
 

	
 

	
 “Principal” – the total par value amount of
  Series B Notes to be issued by the Company under this Deed.


	
 

	
 

	
 


	
 

	
 .

	
 “Consumer Price Index” or “Index” - The price index known as the
  Consumer Price Index, including fruit and vegetables and which is published
  by the Central Bureau of Statistics, including such index even if published
  by any other official entity or institution, as well as any official index
  superseding the same, whether or not it is based on the same data on which
  the existing index is based. If
  another index supersedes it, published by such body or institution, where
  such body or institution has not prescribed the ratio between it and the
  index that has been superseded, such ratio shall be prescribed by the Central
  Bureau of Statistics.  In
  the event of such ratio not being prescribed as aforesaid, then the Trustee,
  in consultation with such economic experts at its option, shall determine the
  ratio between the other index and the superseded index.


	
 

	
 

	
 


	
 

	
 

	
 The “Known Index” at any given time – the
  Index last published before such date.


	
 

	
 

	
 


	
 

	
 

	
 “Base Index” – the index for December
  2007, as published on January 15, 2008.





 3










	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 “Payment Index” – The index known on the due
  date of any payment on account of principal and/or interest.


	
 

	
 

	
 


	
 

	
 

	
 “Business Day” – A day on which most of the
  banks in Israel are open for the performance of transactions.


	
 

	
 

	
 


	
 

	
 

	
 “Special Resolution” – As defined in section
  6(e) of Appendix B hereto.


	
 

	
 

	
 


	
 

	
 

	
 “Stock Exchange” – The Tel Aviv Stock
  Exchange Ltd..


	
 

	
 

	
 


	
 

	
 

	
 “Rating Company” – A company approved by the
  Supervisor of the Capital Markets at the Ministry of Finance.


	
 

	
 

	
 


	
 2.

	
 Issue of The Notes


	
 

	
 


	
 

	
 The Company
will issue registered Series B Notes, unlimited in amount, payable in 5 equal
annual installments, on July 1 of each of the years 2011 to 2015, inclusive
(the first installment to be effected on July 1, 2011 and the last
installment to be effected on July 1, 2015), bearing interest at a rate to be
determined in the tender as described in the Company’s Prospectus of February
2008, payable in semi-annual installments on July 1 and December 31 of each
year in the years 2008 to 2015 (the first installment to be effected on July
1, 2008 and the last installment to be effected on July 1, 2015), linked
(principal and interest) to the Consumer Price Index, for the month of
December 2007, as was published on January 15, 2008, all pursuant to the
terms set forth in the Note attached as Appendix A hereto. 


	
 

	
 


	
 

	
 Increase in
  the series – The Company may issue, at any time and
  from time to time, without the approval of either the Noteholders or the
  Trustee, including to the Company’s subsidiary, pursuant to the provisions of
  any law, including, but without derogating from the foregoing, the Dutch laws
  with respect to market abuse, additional Series B Notes with identical terms
  to those of the Series B Notes, at such price and in such manner as the
  Company finds fit, provided that this Deed will apply to all such additional
  Series B Notes to be issued by the Company and that they shall be deemed as
  the Series B Notes first issued. Notwithstanding anything to the contrary anywhere in this Deed, an
  additional issue of Series B Notes exceeding USD 400 million, rated by a
  Rating Company (as of the date hereof, the amount refers to both Series B and
  Series B Notes), shall be effected subject to another rating by a Rating
  Company and subject further that such additional issue of Series B Notes
  shall not adversely affect the rating of the Notes first issued under this
  Deed, as then in effect. To the extent required, the Company shall obtain the
  Stock Exchange’s approval for such increase and shall publish an immediate
  report of any increase in any series of the Notes. In the event the Series B
  Notes will be increased to an aggregate principal amount of more than the
  amount raised from the public, the Trustee’s annual fee will be updated in
  the sum of NIS 5,000 (for all the
  increases collectively).    





 4










	
 

	
 

	
 

	
 

	
 


	
 

	
 The Series B
  Notes have not been offered with a discount. In the event that the Company
  issues additional Notes in the future, as part of an increase of the Series B
  Notes, at such discount rate as is different than the discount rate to be
  determined in the issue of the offered securities, the Company will apply,
  prior to the increase in the series, to the Tax Authority, for its approval
  (hereinafter: the “Tax Arrangement”) that, for the purpose of tax withholding from
  the discounting charges in respect of Notes, a uniform discounting rate shall
  be determined for the Notes, in accordance with a formula weighting the
  various discounting rates in that series, if any (hereinafter:  the “Weighted Discounting Rate”). In
the
  event of obtaining the Tax Arrangement, the Company will compute, on the date
  of the increase in the series, the Weighted Discounting Rate for the Series B
  Notes and will publish, by means of an immediate report, before the increase
  in the series subject to the Tax Arrangement, the Weighted Uniform
  Discounting Rate for the entire series and will withhold tax on the
  redemption dates of the Notes at the Weighted Discounting Rate, as aforesaid,
  pursuant to the provisions of any law.  In such event, all the other provisions of the law
  pertaining to the taxation of discounting charges shall apply.  In the event that no such Tax
  Arrangement is approved by the Israel Tax Authority, the Company shall
  withhold tax from the discounting charges, in respect of the entire series of
  the Notes, at the higher discounting rate created in respect of such series.  In such event, the Company shall
  publish, in an immediate report, before the increase of such series, the
  discounting rate determined in respect of the entire series, as aforesaid,
  and all the other provisions of the law pertaining to the taxation of
  discounting charges, shall apply.  The Company shall withhold tax upon redemption of the Notes, at the
  discounting rate to be reported as aforesaid.





 5










	
 

	
 

	
 

	
 

	
 


	
 

	
 In any event
  of an increase in the Series B Notes, on whatever grounds, where the
  discounting rate to be determined, within the framework of the issue of the
  Notes, is higher than the discounting rate of the series prior to the
  increase in the series, there may be cases where the Company withholds tax
  from the discounting charges at such rate as exceeds the discounting charges
  determined for the person who held the Notes of that series prior to the
  increase in the series (hereinafter: the “Surplus Discounting Charges”), irrespective of
  whether or not the Tax Arrangement has been obtained from the Tax Authority,
  as to setting a uniform discounting rate for the Series B Notes.  An assessee who held the Notes prior to
  the increase in the Series B Notes, up to the settlement of the Series B
  Notes held by him, will be entitled to submit a tax return to the Israel Tax
  Authority and to receive a refund of the tax at the rate of the tax withheld
  from the Surplus Discounting Charges, to the extent he is entitled to such
  refund under law.


	
 

	
 


	
 

	
 Deposit of
  additional securities – The Company reserves the
  right to issue, at any time, without approval of the Trustee and/or the
  Noteholders, other Notes or Series Notes or other securities of any nature or
  type whatsoever, at such terms as the Company shall find fit, whether
  preferable, equal or inferior to the terms of the Notes.


	
 

	
 


	
 

	
The Notes may not be offered, sold,
  transferred or disposed of in the Netherlands, as part of the initial spread
  thereof and at any time thereafter, either directly or indirectly, other than
  to qualified investors (gekwalificeerde
  beleggers) as provided in article 1:1 of the Dutch Act on the
  financial supervision (Wet op het financieel toezicht),
  except that an offering, sale or transfer of the Debentures on the on the Tel
  Aviv Stock Exchange  will not be
  deemed to be an offering in The Netherlands. An opinion that the Company has received
  from its attorneys in the Netherlands with regard to the issuing of the Notes
  and their listing for trade in the Stock Exchange is attached as Appendix D.





 6










	
 

	
 

	
 

	
 

	
 


	
 3.

	
 Acquisition Of Notes By The Company And/Or By A Subsidiary Of The
  Company 


	
 

	
 


	
 

	
 3.1

	
 The Company
  reserves the right to acquire, at any time, Notes of the Series Notes at any
  price it finds fit, without prejudice to the duty to settle the Notes held by
  others apart from the Company.


	
 

	
 

	
 


	
 

	
 3.2

	
 The Notes to
  be acquired by the Company shall be cancelled and delisted from the trading
  on the Stock Exchange, and the Company shall not be entitled to reissue them.


	
 

	
 

	
 


	
 

	
 3.3

	
 The
  Company’s subsidiary may acquire and/or sell Notes of the Series Notes, from
  time to time, subject to applicable law, including the Dutch laws with
  respect to market abuse, either on the Stock Exchange or off-market, including
  by means of an issue by the Company. The Notes to be held, as aforesaid, by a subsidiary,
  will be deemed as an asset of the subsidiary, will not be delisted from
  trading on the Stock Exchange, and will be transferable similar to the other
  Series B Notes.  The
  votes to which such a subsidiary will be entitled, by virtue of its holdings
  in the Notes, will not be counted for the purpose of determining the
  existence of a quorum at general meetings of Noteholders, and the Notes held
  by the subsidiary will not confer on it voting rights at such general
  meetings, so long as the Notes are held by such subsidiary.


	
 

	
 

	
 


	
 

	
 3.4

	
 Nothing in
  the foregoing in this section 3 above, per se, shall bind the Company and/or
  the Company’s subsidiary and/or the Noteholders, to acquire Notes or sell the
  Notes in their possession.


	
 

	
 

	
 


	
 4.

	
 Company’s Undertakings


	
 

	
 


	
 

	
 The Company
  hereby undertakes to pay, on the designated dates, the principal, interest
  and linkage differentials  payable
  under the terms of the Note and to comply with all the other terms and
  obligations imposed on it pursuant to the terms of the Note and hereunder. Where
  the designated date for payment of the Series B Notes, or the designated date
  for any interest installment, occurs on any day other than a business day,
  the payment date or the date of such installment shall be postponed to the
  business day immediately subsequent thereto and no interest shall be paid for
  such delay.





 7










	
 

	
 

	
 

	
 

	
 


	
 5.

	
 Securities


	
 

	
 


	
 

	
 5.1

	
 The Notes
  are not secured by means of any lien.


	
 

	
 

	
 


	
 

	
 

	
 For the
  avoidance of doubt it is clarified that the Trustee is not obligated to
  examine, and de facto, the Trustee did not examine the need for the grant of
  securities in order to secure the payments to the Noteholders. By entering
  into this Deed and by agreeing to perform as a trustee, the Trustee does not
  give an opinion, express or implied, with regard to the Company’s ability to
  fulfill its obligations towards the Noteholders. The above does not derogate
  from the Trustee’s obligations in accordance with applicable law and this
  Deed, including the Trustee’s obligation (as far as such obligation is
  applicable to the trustee pursuant to any applicable law) to analyze changes
  in the Company as of the date of the issuance to the public and going
  forward, as far as they adversely affect the Company’s ability to fulfill its
  obligations to the Noteholders.


	
 

	
 

	
 


	
 

	
 5.2

	
 The Company
  may encumber all or any of its property, by means of any encumbrance and in
  any fashion whatsoever, in favor of any third party whatsoever, without
  having to obtain any approval from the Trustee and/or from the Noteholders.


	
 

	
 

	
 


	
 6.

	
 Grade Of The Notes


	
 

	
 


	
 

	
 The Notes
  shall be equal, pari passu, inter se, without any preference or priority
  of one over the other.


	
 

	
 


	
 7.

	
 Immediate Settlement


	
 

	
 


	
 

	
 7.1

	
 Subject to
  the provisions of subsection 7.2 below, the Trustee may declare all or any
  part of the unsettled balance of the Notes, immediately due and payable, and
  shall be compelled to do so if so required by a special resolution adopted by
  the general meeting of the Noteholders, all upon the occurrence of one or
  more of the following:


	
 

	
 

	
 

	
 


	
 

	
 

	
 7.1.1

	
 Should the
  Company fail to settle any sum payable by it under the Notes up to the end of
  seven (7) days from the due date thereof.





 8










	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 7.1.2

	
 If a temporary
  liquidator has been appointed by a court or if a court has entered a
  temporary liquidation order against the Company and such appointment or order
  is not cancelled by the end of 45 days from its commencement date, or if the
  Company adopts a valid resolution of the winding up thereof (other than
  winding up for the purpose of a merger with another company and/or a change
  in the Company’s structure), or where a permanent liquidator has been
  appointed for the Company or if a final winding up order has been entered
  against it.


	
 

	
 

	
 


	
 

	
 

	
 7.1.3

	
 Upon the
  occurrence of any of the following, where the Trustee or a special
  resolution, adopted at a general meeting of the Noteholders, determine that
  same poses a risk to the rights of the Noteholders:


	
 

	
 

	
 


	
 

	
 

	
 

	
 (a)

	
 Holders of
  liens on the Company’s property realize their liens on all, or on a
  substantial part of the Company’s assets, at the Trustee’s discretion.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 (b)

	
 An
  attachment is imposed on substantial assets of the Company, at the Trustee’s
  discretion, and such lien is not removed by the end of forty five (45) days
  from the date of the imposition thereof.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 (c)

	
 An act of
  execution is instituted against substantial assets of the Company, at the
  Trustee’s discretion, and such act is not cancelled by the end of forty five
  (45) days from the date of the institution thereof.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 (d)

	
 A receiver
  is appointed to all and/or a substantial part of the Company’s assets, at the
  Trustee’s discretion, and such appointment is not cancelled by the end of
  forty five (45) days from the commencement thereof.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 (e)

	
 The Company
  discontinues its installments and/or gives a notice of its intention to
  discontinue its installments and/or there is a material concern that it is
  liable to discontinue its installments and/or terminate its business and/or
  intend to terminate its business and/or where it is likely that it would
  terminate its business.





 9










	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 (f)

	
 A motion for
  stay of proceedings is submitted to the court against the Company under
  Section 350 of the Companies Law, or under a corresponding section, pursuant
  to another law applicable to the Company, and such motion is not cancelled
  within forty five (45) days from the commencement date thereof.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 (g)

	
 In the event
  that the Company violates or fails to comply with any material condition or
  obligation incorporated in the Notes and/or in this Deed, and the Trustee
  will deem same as prejudice to the rights of the Noteholders, and the Company
  has not fulfilled such condition within seven (7) days from the Date that the
  Trustee has given it a written warning to that effect.


	
 

	
 

	
 

	
 


	
 

	
 7.2

	
 Notwithstanding
  the contents of subsection 7.1 above, the Trustee shall not declare the Notes
  immediately due and payable, unless the following conditions are satisfied:


	
 

	
 

	
 


	
 

	
 

	
 7.2.1

	
 The Trustee
  has given a prior written warning to the Company of its intention to act as
  aforesaid, and the Company failed to comply with the contents of such warning
  by the end of fifteen (15) days from the date of receipt thereof. In the said warning, the Company is
  required to cause the cancellation and/or termination of the occurrence, as
  set out in subsection 7.1 above, in connection with which the said warning
  was given. It shall be clarified that the warning period is counted after the
  lapse of the periods set out in subsection 7.1.3 above.


	
 

	
 

	
 

	
 


	
 

	
 

	
 7.2.2

	
 The Trustee,
  at its reasonable discretion, believes that any delay in declaring the
  Company’s debt payable, puts the rights of the Noteholders at risk.


	
 

	
 

	
 

	
 


	
 

	
 

	
 7.2.3

	
 Notwithstanding
  the contents of sections 7.1 and 7.2.1 above, should the Trustee find that a
  delay in declaring the Notes immediately due and payable, as set out in
  subsections 7.1 and 7.2.1 above, will significantly put at risk the rights of
  the Noteholders, the Trustee may bring forward each of the periods set out in
  subsections 7.1 and 7.2.1 above, as it finds necessary, with a view to
  preventing the said risk to the rights of the Noteholders, provided it gives
  written notice thereof to the Company and no response is received from the
  Company to its satisfaction within two (2) business days from the date of
  such warning.





 10










	
 

	
 

	
 

	
 

	
 


	
 

	
 7.3

	
 After the
  Notes are declared immediately due and payable as aforesaid, the Company
  shall perform, from time to time and at any time it is required to do so by
  the Trustee, all the acts reasonably required to allow the exercise of all
  powers vested by the Trustee. Inter alia, it shall cause the
  performance of all acts reasonably required pursuant to the law to validate
  the Trustee’s powers.


	
 

	
 

	
 


	
 8.

	
 Claims And Proceedings On The Part Of The Trustee


	
 

	
 


	
 

	
 8.1

	
 The Trustee
  may, at any time after the Notes are declared due and payable, at its
  discretion and without giving another notice, adopt all such proceedings,
  including legal proceedings, as it finds fit, subject to the provisions of
  any law, to protect the rights of the Noteholders and implement the
  provisions of the Trust Deed and it may convene a special meeting of the
  Noteholders to this end. The Trustee shall be compelled to do so at the demand
  of the meeting of the Noteholders, adopted by a special resolution.


	
 

	
 

	
 


	
 

	
 

	
 Nothing in
  the foregoing shall prejudice and/or derogate from the Trustee’s right to
  institute legal and/or other proceedings, either on its own initiative or at
  the demand of the meeting of the Noteholders adopted by a special resolution,
  even if the Notes have not been declared immediately due and payable, all
  with a view to protecting the Noteholders and subject to the provisions of
  any law.


	
 

	
 


	
 

	
 8.2

	
 The Trustee
  may, before resorting to such proceedings, convene a general meeting of the
  Noteholders, to determine, in a special resolution, the type of proceedings
  to be adopted to exercise their rights under this Deed and the Notes. The Trustee may further reconvene
  general meetings of the Noteholders for the purpose of receiving orders in
  respect of the conducting of such proceedings.    In such cases,
  the Trustee shall act without delay and on the first practicable and
  reasonable date.


	
 

	
 

	
 


	
 

	
 8.3

	
 Subject to
  the provisions of this Deed, the Trustee may, but shall not be obligated to,
  convene a general meeting of the Noteholders at any time, with a view to
  discussing and/or receiving its instructions on any matter pertaining to this
  Deed, provided that the convening of the meeting shall be performed by the
  Trustee in such cases without any delay, and on the first practicable and
  reasonable date.





 11










	
 

	
 

	
 

	
 

	
 


	
 

	
 8.4

	
 The Trustee
  may, but shall not be obligated to, at its sole discretion, withhold the
  execution of any action on its part under this Deed, for the purpose of an
  application to the general meeting of the Noteholders and/or the court, until
  such time as it receives instructions from the general meeting of the
  Noteholders and/or instructions from the court on how to proceed. The application to the general meeting
  of the Noteholders and/or to the court will be effected, in such cases,
  without delay and on the first practicable and reasonable date.


	
 

	
 

	
 


	
 

	
 8.5

	
 Subject to
  the provisions of subsection 8.6 below, the Trustee shall be obligated to act
  as set out in subsection 8.1 above, should it be so required by a special
  resolution adopted at the general meeting of the Noteholders, unless it finds
  that, under the circumstances, it is not just and/or reasonable to do so and
  it has applied to the pertinent court for respective instructions, on the
  first reasonable date.


	
 

	
 

	
 


	
 

	
 8.6

	
 The Trustee
  shall be entitled to indemnification from the Noteholders and/or the Company,
  for reasonable expenses incurred and/or to be incurred by it, as the case may
  be, with respect to acts performed and/or to be performed by it, by virtue of
  its duties under the terms of the Trust Deed and/or under law and/or pursuant
  to instructions of a competent authority and/or any law and/or in compliance
  with a demand pursuant to any resolution adopted at a general meeting of the
  Noteholders and/or the Company. Notwithstanding the foregoing, it is hereby clarified
  and agreed that the Company shall not indemnify the Trustee for expenses
  incurred and/or to be incurred by it with respect to acts performed and/or to
  be performed at the demand of the Noteholders, for any reason whatsoever and
  the Noteholders shall not indemnify the Trustee for expenses incurred and/or
  to be incurred by it with respect to acts performed and/or to be performed by
  it at the Company’s demand, for any reason whatsoever and\or for its
  obligations under this Deed.  The right to indemnification set out in this subsection 8.6 shall
  apply upon the following conditions:


	
 

	
 

	
 


	
 

	
 

	
 8.6.1

	
 The expenses
  are reasonable.


	
 

	
 

	
 

	
 


	
 

	
 

	
 8.6.2

	
 The Trustee
  has acted in good faith and has not been negligent and such act was performed
  in its capacity as trustee.





 12










	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 8.6.3

	
 The Trustee
  may not demand indemnification in advance for its expenses in connection with
  a pressing matter (without derogating from the Trustee’s right to retroactive
  indemnification, to the extent there is such a right).   


	
 

	
 

	
 

	
 


	
 

	
 8.7

	
 Subject to
  the provisions of subsection 8.6 above, it is clarified that the Noteholders'
  obligation to indemnify the Trustee is on a pro-rata basis, but the Trustee
  may refrain from adopting any measure as aforesaid in subsection 8.6 above,
  until such time as it receives, to its satisfaction, an indemnity letter from
  all or any of the Noteholders, at its discretion, in connection with any
  liability for damages and/or expenses liable to be caused to the Trustee and
  the Company, due to the performance of such act, other than in circumstances
  where a pressing act is required, and where refraining from the performance
  thereof, prior to the receipt of the indemnify letter as aforesaid, is likely
  to cause damage and/or loss to the Noteholders.


	
 

	
 

	
 


	
 

	
 8.8

	
 To remove
  any doubts, it is hereby clarified, that nothing in any of the aforesaid
  provisions shall prejudice and/or derogate from the Trustee’s right, which is
  hereby vested in it, to apply, at its exclusive discretion, to legal
  instances also before the Notes are declared due and payable, for the purpose
  of obtaining any order concerning the trust affairs.


	
 

	
 

	
 


	
 9.

	
 Receipts Held In Trust


	
 

	
 


	
 

	
 All receipts
  collected by the Trustee in consequence of declaring the Notes immediately
  due and payable, including receipts arising from proceedings instituted by
  it, if any, against the Company, shall be held by the Trustee in trust and it
  shall use same for such purposes and according to such priorities as follows:


	
 

	
 


	
 

	
 First, for
  settlement of all reasonable expenses, payments, levies and obligations
  incurred by the Trustee, imposed on it, or caused in the course or in
  consequence of acts in implementation of the trust or otherwise, with respect
  to the terms of this Deed, including its fee (but without derogating from the
  Company’s undertakings pursuant to section 17 below). Second – to pay, to the Noteholders, the
  arrears interest due to them and subject to the linkage terms under the
  Notes, pari
  passu and pro rata to the sums payable to each of
  them, without preference or priority with respect to any of them, and without
  any preference as to the time priority of the issuance of the Notes by the Company
  or otherwise; third – to make, to the Noteholders, such payments on account
  of the principal as are owing to them under the Notes held by them pari passu
  and subject to the linkage terms under the Notes, all whether or
  not the due date has come for settlement of any installment on account of the
  principal as aforesaid, pro rata to the sums owing to them,
  without any preference as to the time priority of the issuance of the Notes
  by the Company or otherwise. The surplus, if any, shall be paid by the Trustee
  to the Company or its successors, as the case may be.  Tax will be withheld from the payments to the
  Noteholders, to the extent such should be deducted under any law.





 13










	
 

	
 

	
 

	
 

	
 


	
 10.

	
 Power To Withhold Distribution Of Funds


	
 

	
 


	
 

	
 10.1

	
 Notwithstanding
  the provisions of section 9 above, in the event that the monetary sum
  obtained in consequence of the institution of the proceedings as aforesaid,
  which at any time is available for distribution, as set out in such section,
  is less than ten (10) percent of the unsettled principal balance of the
  Notes, plus the interest thereon (subject to the linkage terms) (hereinafter: the “Minimum Sum”), the
Trustee shall
  not be obligated to distribute same, and it may invest such sum, in whole or
  in part, in such investments as are permitted hereunder and substitute such
  investments from time to time by other permitted investments under this Deed,
  all as it finds fit.  Notwithstanding
  the foregoing, a special resolution at the meeting of the Noteholders may
  instruct the Trustee to distribute, to the Noteholders, any such amount, even
  where the cumulative sum, as aforesaid, is less than the Minimum Sum.


	
 

	
 

	
 


	
 

	
 10.2

	
 Where such
  investments, including accruals thereon, together with other funds, received
  by the Trustee, for the purpose of the payment thereof to the Noteholders,
  total, if at all, such amount as is sufficient to pay at least ten (10)
  percent of the unsettled principal balance of the Notes (subject to the
  linkage terms), the Trustee shall pay same to the Noteholders as set out in
  section 9 above. In the event that, within a reasonable period of time, the Trustee
  does not have a sufficient sum to pay at least ten (10) percent of the
  unsettled balance of the principal of such Notes, the Trustee must distribute
  the funds held by it to the Noteholders.





 14










	
 

	
 

	
 

	
 

	
 


	
 11.

	
 Notice Of Distribution And Deposit With The Trustee


	
 

	
 


	
 

	
 11.1

	
 The Trustee
  shall give notice to the Noteholders of the date and the place of effecting
  any installment of the installments set out in sections 9 and 10 above, in a
  notice to be delivered to them in the manner designated in section 21 below,
  not less than ten (10) days and not more than twenty (20) days in advance.


	
 

	
 

	
 


	
 

	
 

	
 After the
  date designated in the notice, the Noteholder shall be entitled to interest
  thereon at the rate designated in the Notes, only in respect of the unsettled
  balance of the principal (if any), after deduction of the amount paid, or
  offered to be paid to them as aforesaid.


	
 

	
 

	
 


	
 

	
 11.2

	
 Any sum
  payable to a Noteholder, which has not been actually paid on the date
  designated for payment, for any reason beyond the Company’s control, while
  the Company was willing to pay same, shall cease to bear interest and linkage
  differentials, as of the date designated for payment thereof, while the
  Noteholder shall be entitled only to such payments as he would have been
  entitled to on the date designated for payment of such installment on account
  of the principal, interest and linkage differentials.


	
 

	
 

	
 


	
 

	
 11.3

	
 The Company
  shall deposit, with the Trustee, the sum of the installment not paid in a
  timely fashion, as set out in subsection 11.2 above, not later than fifteen
  (15) business days as of the date designated for such installment, and shall
  give notice of such deposit, and such deposit shall be deemed as settlement
  of such installment, and, in the event of settlement of everything owing for
  the Note, also as redemption of the Note.


	
 

	
 

	
 


	
 

	
 11.4

	
 The Trustee
  shall invest, within the framework of trust accounts in its name and for its
  benefit, such funds as are transferred to it as set out in subsection 11.3
  above, in such investments as are permitted to the Trustee under this Deed. In the event that the Trustee acts as
  aforesaid, it shall only owe, to those eligible for such amounts, the
  consideration received from the realization of the investments, less the
  expenses related to the said investment and to the management of the trust
  accounts, as well as the charges, and less the obligatory payment applicable
  to the trust account.  From
  such funds, the Trustee shall transfer, to the Noteholders, the sums to which
  they are entitled, as soon as practicable after proof and confirmations are
  presented to the Trustee of their entitlement to such amounts, to the
  Trustee’s full satisfaction, and less its reasonable expenses.





 15










	
 

	
 

	
 

	
 

	
 


	
 

	
 11.5

	
 The Trustee
  shall hold such funds and shall invest them in the said manner, up to the end
  of one year from the final settlement date of the Notes. After such date, the Trustee shall
  transfer, to the Company, such amounts as are set out in subsection 11.4
  above, including profits arising from their investment, less its reasonable
  expenses, to the extent remaining in its possession on such date.  The Company shall hold such amounts in
  trust for such Noteholders as are entitled to such sum, and in respect of the
  sums transferred to it by the Trustee, as aforesaid, the provisions of
  subsection 11.4 above shall apply to it, mutatis mutandis.


	
 

	
 

	
 


	
 

	
 

	
 The Company
  shall confirm to the Trustee, in writing, the holding of the amounts and the
  receipt thereof on behalf of the Noteholders, and shall indemnify the Trustee
  for any claim and/or expense and/or damage of any type whatsoever incurred by
  it, in the wake of, and due to, the transfer of the funds as aforesaid,
  unless the Trustee has acted negligently.


	
 

	
 

	
 


	
 

	
 .

	
 The Company
  shall hold such funds in trust on behalf of the Noteholders entitled thereto
  for six (6) additional years, from the date of the transfer thereof by the
  Trustee. Funds
  not demanded from the Company by a Noteholder up to the lapse  of seven (7) years from the date of the
  final settlement date of the Notes, shall be transferred to the Company, and
  the Company shall be entitled to use the remaining funds for any purpose
  whatsoever.


	
 

	
 

	
 


	
 12.

	
 Receipt From The Noteholders


	
 

	
 


	
 

	
 12.1

	
 A receipt
  from a Noteholder for any payment on account of the principal, the interest
  and the linkage differentials paid to him by the Trustee, in connection with
  the Note, shall serve as absolute exemption of the Trustee and the Company in
  connection with the very performance of the payment of the sums designated in
  the receipt.


	
 

	
 

	
 


	
 

	
 12.2

	
 A receipt
  from the Trustee as to the deposit of any installment on account of the
  principal, the interest and the linkage differentials with it, for the
  benefit of the Noteholders, as set out in subsection 11.3 above, shall be
  deemed as a receipt from the Noteholder for the purpose of the provisions of
  subsection 12.1 above, with respect to the exemption of the Company in
  connection with the performance of the payment of the sums designated in the
  receipt.





 16










	
 

	
 

	
 

	
 

	
 


	
 

	
 12.3

	
 Funds
  distributed as aforesaid in section 11 above, shall be deemed as payment on
  account of the settlement of the Notes.


	
 

	
 

	
 


	
 13.

	
 Presentation Of A Note To The Trustee And Registration With Respect
  To Partial Installment


	
 

	
 


	
 

	
 13.1

	
 The Trustee
  may demand of a Noteholder to present, to the Trustee, upon the payment of
  any interest or partial installment of principal, interest and linkage
  differentials, pursuant to sections 9, 10 and 11 above, the Note certificates
  for which the installments are made.


	
 

	
 

	
 


	
 

	
 13.2

	
 The Trustee
  may register, in the Note certificate, a note with respect to the sums paid
  as aforesaid and as to the date of payment thereof.


	
 

	
 

	
 


	
 

	
 13.3

	
 The Trustee
  may, in any special case, at its discretion, waive the presentation of a Note
  certificate, after an indemnity undertaking and/or sufficient security, to
  its satisfaction, has been given to it, by the Noteholder, for damages liable
  to be caused, due to failure to register such Note, all as it finds fit.


	
 

	
 

	
 


	
 

	
 13.4

	
 Notwithstanding
  the aforesaid, the Trustee may, at its discretion, keep records in any other
  manner, with respect to such partial installments.


	
 

	
 

	
 


	
 14.

	
 Investment Of Funds


	
 

	
 


	
 

	
 All funds
  which the Trustee may invest under this Deed, shall be invested by it, in
  accounts of one of the five leading banks in Israel, in its name or to its
  order, in such investments as the laws of the State of Israel permit to
  invest trust funds therein, as it finds fit, all subject to the terms of this
  Trust Deed.





 17










	
 

	
 

	
 

	
 

	
 


	
 15.

	
 Company’s Undertakings To The Trustee


	
 

	
 


	
 

	
 The Company
  hereby undertakes to the Trustee, so long as the Notes have not been fully
  settled, as follows:


	
 

	
 


	
 

	
 15.1

	
 To continue
  to conduct its business in a regular and appropriate manner and to maintain
  and conduct its assets in a good and orderly condition. 


	
 

	
 

	
 


	
 

	
 15.2

	
 To regularly
  pay all the obligatory payments and taxes applicable, if any, to its assets.


	
 

	
 

	
 


	
 

	
 15.3

	
 To maintain
  orderly books of account in accordance with accepted accounting principles,
  to maintain the books and documents used as their references, and to allow
  any authorized representative of the Trustee to review, at any reasonable
  time to be coordinated in advance with the Company, any book and/or document,
  as aforesaid, which the Trustee seeks to review. In this context, an authorized
  representative of the Trustee means a person designated by the Trustee for
  the purpose of such review, by means of a written notice on the part of the
  Trustee, to be given to the Company, prior to the review as aforesaid, and
  which shall also contain the Trustee’s approval, whereby such designated
  representative is obligated, to the Trustee, to keep confidential the
  information disclosed to such designated representative in his capacity on
  behalf of the Trustee.  The
  Trustee shall treat as confidential any information contained in a book
  and/or document reviewed by the Trustee’s representative, as aforesaid.


	
 

	
 

	
 


	
 

	
 15.4

	
 To insure
  its assets pursuant to principles of regular business procedures, pursuant to
  which assets of such type are covered, and to comply with all the terms of
  the insurance and to present, to the Trustee, a certification of issuance of
  insurance policies, as aforesaid, per year.


	
 

	
 

	
 


	
 

	
 15.5

	
 To give a
  written notice to the Trustee immediately upon learning, and not later than
  two (2) business days after learning, of any event of imposition of an
  attachment on the Company’s assets, whose cumulative value on such date
  amounted to 10% or more of the total consolidated balance sheet of the
  Company, pursuant to the Company’s last consolidated financial statements
  and, in any event of appointment, for the Company’s assets, at such
  cumulative value, a receiver, a special administrator and/or temporary or
  permanent liquidator, and to adopt, at its expense, all measures required to
  remove such attachment or to cancel the receivership, liquidation or
  administration, as the case may be.





 18










	
 

	
 

	
 

	
 

	
 


	
 

	
 15.6

	
 To advise
  the Trustee in writing, immediately upon learning thereof, and not later than
  two (2) business days after learning of it, of the occurrence of any of the
  events set out in subsections 7.1.1, 7.1.2 and 7.1.3 above. The Trustee shall
  notify the Noteholders of the occurrence of any of the said events. 


	
 

	
 

	
 


	
 

	
 15.7

	
 To deliver
  to the Trustee, a copy of any report that it is compelled to submit to the
  London Stock Exchange, on the same date of submission thereof to the London
  Stock Exchange, and a copy of any document that the Company transfers to its
  shareholders or to the Noteholders and the particulars of any information
  that it otherwise transfers to them. Reporting on the Magna system of the Israel Securities
  Authority shall suffice to comply with the provisions of this section. The
  Company shall further transfer, to the Trustee, additional information with
  respect to the Company, at the Trustee’s reasonable demand, and any
  information transferred by the Trustee shall be maintained in confidence by
  the Trustee.


	
 

	
 

	
 


	
 

	
 15.8

	
 To give a
  confirmation to the Trustee, at its demand, that all payments that have
  fallen due, have been effected to the Noteholders.


	
 

	
 

	
 


	
 

	
 15.9

	
 To act with
  a view that the Notes be rated by a rating company, approved by the
  Commissioner of the Capital Market, pursuant to the rules and provisions
  prescribed in the Income Tax Regulations (Rules for Approval and Management
  of Provident Funds), 5724 – 1964, Insurance Business (Control) Regulations
  (Ways of Investing an Insurer’s Capital and Reserves and Management of His
  Obligations), 5761 – 2001, as shall be amended from time to time up to the
  date of settlement of the Notes in full, and advise the Trustee of any
  decline in the rating of the Notes.


	
 

	
 

	
 


	
 

	
 15.10

	
 To allow the
  Trustee to participate in meetings of the Company’s shareholders, without
  conferring on it a voting right.


	
 

	
 

	
 


	
 

	
 15.11 

	
 To deliver
  the Trustee no later than 30 days from the date of this Trust Deed a clearing
  schedule for the payment of Series B Notes (principal and interest) in an
  Excel file.


	
 

	
 

	
 


	
 

	
 15.12

	
 It is herby
  clarified that the Trustee will not be obligated to participate in meetings
  of the Company’s shareholders outside Israel, and in the event the Trustee
  shall be requested to attend such meetings, the Company shall bear the
  expenses of flights, staying and fees for the time it devoted to attend such
  meetings, so long as the Company has summoned such meetings.





 19










	
 

	
 

	
 

	
 

	
 


	
 

	
 15.13

	
 The
  Trustee’s undertaking for confidentiality, as set out in this section 15
  above, shall not apply to any transfer of information to the meeting of the
  Noteholders which, in the Trustee’s reasonable opinion, will be required by
  the Noteholders for the purpose of adopting a resolution in respect of their
  rights, or for the purpose of giving an account to the Noteholders, at the
  Trustee’s reasonable discretion.


	
 

	
 

	
 


	
 

	
 It is hereby
  clarified that failure to act on the part of the Trustee and/or the
  Noteholders, in view of the non-existence of any obligation on the part of
  the Company under this Deed, shall not be deemed as waiver on the part of the
  Noteholders and/or the Trustee of any right, but only as a limited consent to
  the special occasion on which it was granted.


	
 

	
 


	
 16.

	
Other Agreements


	
 

	
 


	
 

	
 Subject to
  the provisions of the Law and the restrictions imposed on the Trustee under
  law, the fulfillment of its capacity as Trustee, under this Deed, or its very
  status as Trustee, shall not prevent the Trustee from entering into various
  agreements with the Company, or entering into transactions with the Company
  in the ordinary course of its business, provided that such engagements and/or
  transactions shall not cause the Trustee to loose its capacity, under Section
  35.E. of the Law, to serve as Trustee for the Noteholders.


	
 

	
 


	
 17.

	
Trustee’s fee


	
 

	
 


	
 

	
 The
Trustee’s fee shall be as set out in Appendix C hereto, constituting an
integral part of this Deed. 


	
 

	
 


	
 18.

	
Special Powers


	
 

	
 


	
 

	
 18.1

	
 The Trustee
  may, as part of the fulfillment of the Trust affairs under this Deed, act in
  accordance with the opinion and/or advice of any attorney, accountant,
  appraiser, assessor, surveyor, mediator or other specialist, whether such
  opinion and/or advice has been prepared at the Trustee’s request and/or by
  the Company, and the Trustee shall not be responsible for any loss or damage
  caused in consequence of any act and/or omission performed by it, on the
  basis of such advice or opinion, unless the Trustee has acted negligently or mala fide.





 20










	
 

	
 

	
 

	
 

	
 


	
 

	
 18.2

	
 Any such
  advice and/or opinion may be given, forwarded or received by means of a
  letter, telegram, facsimile and/or any other electronic means for
  transmission of information, and the Trustee shall not be responsible for any
  acts performed by it on the basis of any advice and/or opinion and/or
  information transmitted in one of the aforesaid manners, notwithstanding that
  same contained errors and/or was not authentic, unless the Trustee was aware
  of such errors or such errors could have been detected under a reasonable
  examination. Such opinion shall be open for perusal by any Noteholder, upon
  demand, with the Trustee, subject to the Noteholder signing a letter of
  confidentiality, upon the Company’s demand.


	
 

	
 

	
 


	
 

	
 18.3

	
 The Trustee
  shall not be obligated to give a notice to any party, of the execution of
  this Deed and may not, in any manner, interfere with the management of the
  Company’s business or affairs. Nothing in the contents of this section shall limit
  the Trustee in respect of acts to be performed by it under this Trust Deed.


	
 

	
 

	
 


	
 

	
 18.4

	
 The Trustee
  shall use the trust, powers, authorizations and authorities conferred on it
  under this Deed, at its absolute discretion and shall not be responsible for
  any damage caused in consequence of an error in such discretion, unless the
  Trustee has acted negligently or mala fide.


	
 

	
 

	
 


	
 19.

	
The Trustee’s Power To Engage Agents


	
 

	
 


	
 

	
 The Trustee
  may appoint an attorney or other agent/s to act in its stead, to perform or
  participate in the performance of special acts to be performed with respect
  to the Trust and pay a fee to any such agent, and, without limitation to the
  generality of the foregoing, institution of legal proceedings or
  representation in proceedings of the Company’s merger or spin-off. The Company may object to such
  appointment on any reasonable ground whatsoever, including in the event that
  the agent is competing, directly and/or indirectly, with the Company’s
  business.





 21










	
 

	
 

	
 

	
 

	
 


	
 20.

	
Trustee’s Indemnification 


	
 

	
 


	
 

	
 Without
  prejudice to the rights for indemnification vested in the Trustee under the
  Law and/or the Company’s obligations under this Deed, and subject to the
  contents of subsection 8.6 above, the Trustee, its attorney, manager, agent
  or other person appointed by the Trustee pursuant to this Deed, shall be
  entitled to indemnification out of the funds received by the Trustee for the
  Noteholders arising from the proceedings instituted by it and/or otherwise
  pursuant to this Deed, with respect to reasonable obligations assumed by
  them, with respect to reasonable expenses incurred in the course of
  implementing the Trust under this Deed or with respect to such acts, which,
  in their opinion, were required for such implementation and/or with respect
  to the exercise of powers and authorizations vested in the Trustee, pursuant
  to this Deed, and with respect to all kinds of legal proceedings, opinions of
  attorneys and other specialists, negotiations, discussions, expenses, claims
  and demands in connection with any law and/or matter, made and/or omitted in
  any manner with respect to the above, and the Trustee may withhold the funds
  in its possession and pay, out of such funds, such amounts as are required
  for settlement of the indemnification. Notwithstanding the foregoing, the Trustee shall not
  be entitled to indemnification for such acts performed by it, where held, in
  a conclusive judgment, that the Trustee acted negligently. Transfer of sums
  to the Noteholders by the Trustee after the indemnification mentioned above
  shall be according to their measure of holdings in the Notes. The provisions
  of this section do not derogate from the Trustee’s obligations under this
  Deed.


	
 

	
 


	
 21.

	
Notices


	
 

	
 


	
 

	
 21.1

	
 Any notice
  on behalf of the Company and/or the Trustee, to the Noteholders, shall be
  given by means of a notice published in two widely-circulated daily
  newspapers in the Hebrew language or by means of forwarding a notice by
  registered mail to the last address of the Noteholders recorded in the
  Register (and in the event of joint holders – to such holder whose name
  appears first in the Register), and any notice published or mailed as
  aforesaid shall be deemed to have been delivered to the Noteholder on the date
  of the publication thereof as aforesaid, or within three days from the date
  of the dispatch thereof at the post office, all as the case may be. Notwithstanding the foregoing, as long
  as the Notes are listed for trade on the Stock Exchange, the notices shall be
  given by means of publication of reports on the Magna system only, and in the
  following cases, the notice shall also be published in two widely circulated
  daily newspapers in the Hebrew language:1) convening
  a meeting; 2) arrangement or settlement under section 350 of the Companies
  Law or under a corresponding section pursuant to another law applicable to
  the Company; 3) merger; 4) any other issue at the Trustee’s demand.  A report so published shall be
deemed to
  have been delivered, to the Noteholders, on the date of publication thereof.    





 22










	
 

	
 

	
 

	
 

	
 


	
 

	
 21.2

	
 Copies of
  notices and invitations to be given by the Company to the Noteholders shall
  also be sent it to the Trustee. It shall be clarified that such notices and
  invitations do not include ongoing accounts by the Company to the public,
  insofar as, and to the extent, required.


	
 

	
 

	
 


	
 

	
 

	
 Copies of
  notices and invitations to be given by the Trustee to the Noteholders shall
  also be sent by it to the Company.


	
 

	
 

	
 


	
 

	
 21.3

	
 Any notice
  or demand on the part of the Trustee to the Company, or on behalf of the
  Company to the Trustee, may be given by means of a letter to be forwarded, by
  registered mail, to the address set out in this Deed, or to any other address
  of which one party gives written notice to the other, and any such notice or
  demand shall be deemed to have been received, by its addressee, within three
  business days from the date of dispatch thereof at the post office.


	
 

	
 

	
 


	
 22.

	
 Settlements And/Or Changes In The Terms Of The Notes


	
 

	
 


	
 

	
 22.1

	
 Subject to
  the provisions of the Law and the regulations enacted thereunder and unless
  otherwise specified in this Deed, the Trustee may, from time to time and at
  any time, if it is satisfied, at its discretion, that same does not amount to
  material injury to the rights of the Noteholders, waive any failure to
  fulfill any of the terms of the Notes or the Trust Deed on the part of the
  Company, which do not refer to the terms of payment of the Notes, the grounds
  for the declaration as immediately due and payable and/or reports that the
  Company is to deliver to the Trustee, pursuant to the provisions of this
  Deed.


	
 

	
 

	
 


	
 

	
 22.2

	
 Subject to
  the provisions of the Law and the regulations enacted thereunder, and with
  the prior approval, by a special resolution to be adopted at the general
  meeting of the Noteholders, at which the holders of at least fifty percent
  (50%) of the par value of the unsettled balance of the principal of all the
  Notes to be issued, pursuant to the Trust Deed, were present in person, or by
  proxy, or at an adjourned meeting, at which the holders of at least ten
  percent (10%) of such balance were present in person or by proxy, the Trustee
  may, either before or after the principal of all the Notes to be issued,
  pursuant to the Trust Deed, becomes due, settle with the Company with respect
  to any right or claim of all or any of the Noteholders and reach any
  arrangement with the Company, including waiver of any of its rights or claims
  and/or those of all or any of the Noteholders, vis-à-vis  the Company. 





 23










	
 

	
 

	
 

	
 

	
 


	
 

	
 22.3

	
 Subject to
  the provisions of the Law, the Company and the Trustee may, either before or
  after the principal of all the Notes to be issued under the Trust Deed
  becomes due, revise the Trust Deed and/or the  Notes, upon the occurrence of one of the following:


	
 

	
 

	
 


	
 

	
 

	
 22.3.1

	
 The Trustee
  has been satisfied that the change does not materially adversely affect the
  rights of the Noteholders, other than revisions relating to the terms of
  payment of the Notes, the grounds for declaration as immediately due and
  payable and/or reports to be submitted by the Company to the Trustee,
  pursuant to the provisions of this Deed.


	
 

	
 

	
 

	
 


	
 

	
 

	
 22.3.2

	
 The proposed
  revision has been approved by a special resolution adopted at the general
  meeting of the Noteholders, at which the holders of at least fifty percent
  (50%) of the par value of the unsettled balance of the principal of all the
  Notes to be issued, pursuant to the Trust Deed, were present in person or by
  proxy, or at an adjourned meeting, at which the holders of at least ten
  percent (10%) of such balance were present in person or by proxy.


	
 

	
 

	
 

	
 


	
 

	
 

	
 22.4

	
 In any event
  of the exercising of the Trustee’s right under this section above, the
  Trustee may demand, from the Noteholders, to deliver the Notes certificates
  to it or to the Company, for the purpose of entering a note as to any
  compromise, waiver, revision or amendment as aforesaid and, at the Trustee’s
  demand, the Company shall enter such a note in the certificates furnished to
  it. In
  any event of the use of the Trustee’s right under this section 22, it shall
  give a written notice thereof to the Noteholders, within a reasonable time.





 24










	
 

	
 

	
 

	
 

	
 


	
 23.

	
 Noteholders’ Register


	
 

	
 


	
 

	
 23.1

	
 The Company
  shall keep and maintain, at its registered office, a Noteholders’ Register,
  in which the names of the Noteholders shall be recorded, as well as their
  addresses, and the number and par value of the Notes registered in their
  names. Furthermore,
  any transfer of ownership in the Notes shall be recorded in the Register.  The Trustee and any Noteholder may,
at
  any reasonable time, peruse such Register.  The Company may close the Register from time to time
  for such period or periods as shall not exceed, cumulatively, 30 days per
  annum.


	
 

	
 

	
 


	
 

	
 23.2

	
 The company
  shall not be obligated to record, in the Register, any notice as to express,
  implied or estimated trust, or pledge or lien of any nature whatsoever or any
  equitable right, claim or offset or any other right whatsoever, with respect
  to the Notes. The Company shall only recognize the ownership of the person in whose
  name the Notes were registered, provided that his legal heirs, administrators
  of estate or executors of the will of the registered owner, and any person
  entitled to the Notes in the wake of the bankruptcy of any registered owner
  (and, in the case of a corporation – in the wake of the dissolution thereof),
  may be registered as their owner, after presenting proof which, at the
  Company’s discretion, is sufficient to prove his right to be registered as
  the owner thereof.


	
 

	
 

	
 


	
 24.

	
Split of Note Certificate


	
 

	
 


	
 

	
 24.1

	
 With respect
to Series B Notes registered in the name of one holder, one certificate will
be issued to such Noteholder, or at such Noteholder’s request, a number of
certificates shall be issued (hereinafter: “Certificates”).  


	
 

	
 

	
 


	
 

	
 24.2

	
 Any Note
  Certificate may be split into a number of Note Certificates, where the total
  of all the principal amounts specified therein shall be equal to the
  specified principal amount of the certificate whose split was requested.


	
 

	
 

	
 


	
 

	
 24.3

	
 The split of
  a Note certificate, as stated, shall be done upon a requisition for the
  split, signed by the Noteholder in the certificate or his legal
  representatives, which shall be submitted to the Company at its registered
  offices, together with the Note certificate whose split was requested.


	
 

	
 

	
 


	
 

	
 24.4

	
 The
  splitting shall be effected within 30 days from the end of the month in which
  the certificate was delivered at the Company’s registered office. The new Notes certificates to be issued
  in the wake of the splitting shall each be for a par value amount in whole
  New Shekels.





 25










	
 

	
 

	
 

	
 

	
 


	
 

	
 24.5

	
 All expenses
  relating to the splitting, including Stamp Duty and other levies, if any,
  shall apply to the Holder seeking the splitting.


	
 

	
 

	
 


	
 25.

	
Expiry Of The Trustee’s Office


	
 

	
 


	
 

	
 25.1

	
 The
  provisions of the Law shall apply to the office of the Trustee and the expiry
  thereof and to the appointment of a new trustee.


	
 

	
 

	
 


	
 

	
 25.2

	
 The Trustee
  may resign from its office at any time it wishes to do so after giving a
  written notice to the Company three (3) months in advance, specifying the
  reasons for the resignation. The Trustee’s resignation shall have no force unless
  approved by a court, and only from the date designated therefor in the
  court’s approval as aforesaid.


	
 

	
 

	
 


	
 

	
 

	
 The Securities
  Authority may apply to the court to terminate the office of the Trustee,
  pursuant to Section 35.N. of the Securities Law.


	
 

	
 

	
 


	
 

	
 

	
 The
  Trustee’s office shall terminate where it turns out that it is prevented from
  continuing in its office, in the wake of a change in the provisions of the
  Law or the applicable law in respect of capacity to serve as trustee. In such
  event, a new Trustee shall be appointed, as proposed by the Company, in
  accordance with a resolution of the meeting of the Noteholders, in a resolution
  to be adopted with the required majority as set forth in subsection 25.3
  below.


	
 

	
 

	
 


	
 

	
 

	
 The Company
  shall publish an immediate report of any such event with respect to the
  office of the Trustee and/or the termination thereof as aforesaid.


	
 

	
 

	
 


	
 

	
 25.3

	
 Holders of
  ten percent (10%) of the par value of the unsettled balance of the principal
  of the Notes may convene a general meeting of the Noteholders and it may
  decide, in accordance with the vote of holders of at least fifty percent
  (50%) of such balance, or their proxies, on the dismissal of the Trustee from
  its office.





 26










	
 

	
 

	
 

	
 

	
 


	
 

	
 25.4

	
 In the event
  of expiry of the Trustee’s office, the court may appoint another Trustee, for
  such period and at such terms as it finds fit. The Trustee whose office has expired,
  shall continue to serve in its office, up to the appointment of another
  Trustee.


	
 

	
 

	
 


	
 

	
 25.5

	
 Each new
  Trustee shall have such powers, authorizations and other authorities as the
  Trustee whose office has expired, and it may act, in all respects, as if it
  has been appointed as Trustee from the outset.


	
 

	
 

	
 


	
 

	
 25.6

	
 If the
  Trustee’s office has expired and/or the Trustee has been dismissed from
  office, the Trustee shall not be entitled to payment of its fee as of the
  date of expiry of its office and/or dismissal from office. In the event of payment of an annual
  fee, the Trustee shall refund the fee paid for the months in which it has not
  served as Trustee for the Company.


	
 

	
 

	
 


	
 26.

	
Meetings Of The Noteholders


	
 

	
 


	
 

	
 Meetings of
the Noteholders shall be conducted as set forth in Appendix B hereto. 


	
 

	
 


	
 27.

	
Reporting To The Trustee


	
 

	
 


	
 

	
 The Company
  shall submit to the Trustee, so long as not all the Notes have been settled
  (included the linkage differentials related thereto):


	
 

	
 


	
 

	
 27.1

	
 Audited
  financial statements of the Company for the fiscal year ended on December 31
  of the previous year, immediately after the publication thereof by the
  Company.


	
 

	
 

	
 


	
 

	
 27.2

	
 Any report
  with respect to interim financial results of the Company, if published to the
  public, immediately after the publication to the public thereof by the
  Company. 





 27










	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 For the
  avoidance of doubt, it is hereby clarified that as of the date of this Deed
  the Company is obligated to publish to the public audited annual financial
  reports and reviewed half-year financial reports only. If the Company’s
  shares cease to be traded on the LSE, the Company undertakes to continue to
  submit to the Trustee annual and semi-annual financial reports on the same
  dates it would have been required to publish should it continue to be traded
  on the LSE and pursuant to applicable law and in such event, any Noteholder
  holding at least 5% of the unpaid principal amount of the Notes will be
  entitled to receive from the Trustee, at its request, a copy of the financial
  reports delivered to the Trustee, provided that before such delivery is made,
  such Noteholder shall sign a confidentiality undertaking at the form to be
  agreed upon by the Company and the Trustee. “Noteholder” for the purpose of
  this section 27.2 only – including a group of holders managed by one
  management entity.


	
 

	
 

	
 


	
 

	
 27.3

	
 Any
  immediate report of the Company, immediately after the publication to the
  public thereof by the Company, to the extent published.


	
 

	
 

	
 


	
 

	
 27.4

	
 Approval by
  the Company’s auditor and/or the Company’s chief financial officer, of the
  effecting of the interest payment and/or payment on account of the principal,
  and the dates thereof, to the Noteholders and the balance of the par value of
  the Notes in circulation.


	
 

	
 

	
 


	
 

	
 27.5

	
 To give the
  Trustee a notice of the occurrence of any of the events constituting grounds
  for declaration as immediately due and payable, as set out in section 2
  above. The
  Trustee undertakes to give a notice to the Noteholders of any notice by the
  Company as aforesaid.


	
 

	
 

	
 


	
 

	
 

	
 For the
  purpose of this section 27, the publication of the reports set out in this
  section 27 above, on the London Stock Exchange and/or on the Magna, shall be
  deemed as submission of the report to the Trustee. Notwithstanding the
  foregoing, the Company undertakes that in the event its reports to the London
  Stock Exchange are not reported on the Magna, the Company shall deliver to
  the trustee, the information contained in the said reports.


	
 

	
 

	
 


	
 28.

	
Applicability Of The Securities Law, 5728 -
  1968


	
 

	
 


	
 

	
 The parties
  shall act pursuant to the provisions of the Law and the Regulations thereof,
  in any matter not referred to in this Deed and, in any event of conflict
  between the provisions of the Law and its Regulations (that may not be
  contracted out) and this Deed, the parties shall act in accordance with the
  provisions of the Law and its Regulations.





 28










	
 

	
 

	
 

	
 

	
 


	
 29.

	
Applicable Law and Jurisdiction


	
 

	
 


	
 

	
 29.1

	
 Israeli Law
  shall apply exclusively to this Trust Deed, including the appendixes hereto,
  as well as to any dispute arising with respect to this Deed and no other Law
  shall have any application whatsoever.


	
 

	
 

	
 


	
 

	
 29.2

	
 The
  exclusive jurisdiction in respect of this Trust Deed shall vest in the
  relevant Tel – Aviv – Jaffa Court only, and no other court in other area
  shall have any jurisdiction.


	
 

	
 

	
 


	
 30.

	
Company’s address for purposes of this Deed


	
 

	
 


	
 

	
 The
  Company’s address in Israel for the purposes of this Deed shall be delivered
  to the Trustee within three business days from the date of execution of this
  Deed.


	
 

	
 


	
 31.

	
Conflict Between The Provisions Of The Deed
  And The Addenda Thereto


	
 

	
 


	
 

	
 In any event
  of conflict between the provisions of the Trust Deed and the addenda thereto,
  the provisions of the Trust Deed shall prevail.


	
 

	
 


	
 32.

	
Authorization To Report In Magna


	
 

	
 


	
 

	
 By signing
  this Deed, the Trustee authorizes the authorized electronic signatories of
  the Company to report, in its name, on the Magna, of its entering into this
  Deed and its execution of this Deed, to the extent required and/or to be
  required under law.







 In Witness Whereof
The Parties Have Signed:


	
 

	
 

	
 

	
 


	
 

	
 /s/ Plaza Centers N.V

	
 

	
 /s/ Reznik Paz Nevo Trustees
  Ltd.


	
 

	


	
 

	



	
 

	
Plaza Centers N.V.

	
 

	
Reznik Paz Nevo Trustees
Ltd.







	
 








	
 

	
 


	
 

	
 I, the
  undersigned, Tal Nachmanovich, Advocate, hereby confirm that this Trust Deed
  was signed by Plaza Centers N.V in
  accordance with its documents of incorporation, via Mr. Shimon Yitzhaki.








	
 

	
 

	
 


	
 

	
 /s/
  Tal Nachmanovich

	
 


	
 

	



	
 


	
 

	
Tal Nachmanovich,
Advocate

	
 




 29









 Appendix A


 Plaza Centers N.V.
Series B Note
Certificate  


 Registered Series B Notes, unlimited in amount, of NIS 1 par value
each, payable in 5 equal annual installments, on July 1 of each of the years
2011 to 2015, inclusive (the first installment to be effected on July 1, 2011
and the last installment to be effected on July 1, 2015), bearing interest at a
rate to be determined in the tender as described in the Company’s Prospectus of
February 2008, payable in semi-annual installments on July 1and December 31 of
each year in the years 2008 to 2015 (the first installment to be effected on
July 1, 2008 and the last installment to be effected on July 1, 2015), linked
(principal and interest) to the Index for December 2007, as published on
January 15, 2008.


 Registered Notes 


 Certificate No.:   ____


 Total par value of the Notes under this
Certificate - NIS _______________


 The registered owner of the Notes under this
Certificate: 




	
 








	
 

	
 


	
 1.

	
 This
Certificate evidences that Plaza Centers N.V. (hereinafter: the “Company”) shall pay, on July 1 of
each of the years 2011 to 2015 (inclusive), (the first installment to be
effected on July 1, 2011 and the last installment to be effected on July 1,
2015), 20% of the par value of the Notes under this Certificate; the Company
shall further pay, on July 1 and December 31 of each year in the years 2008
to 2015 (inclusive), interest at a rate to be determined in the tender as
described in the Company’s Prospectus of February 2008,, payable in
semi-annual installments on July 1 and December 31 of each of the years 2008
to 2015 (the first installment to be effected on July 1, 2008 and the last
installment to be effected on July 1, 2015), all subject to the linkage terms
and the other terms set out in the terms listed overleaf. Any such installment shall be effected
to the registered owner of the Notes, under this Certificate, at the end of
December 19 or at the end of June 19 that fall immediately before the due
date of such installment. 


	
 

	
 


	
 2.

	
 The last
  payment for the principal and interest shall be effected against the delivery
  of the Notes to the Company at the Company’s registered office or at any
  other place of which the Company shall give a notice, not later than five (5)
  business days prior to the due date thereof, under the terms of the Note.


	
 

	
 


	
 3.

	
 The Notes of
this Series B are issued pursuant to the Trust Deed between the Company on the
one hand and Reznik Paz Nevo Trustees Ltd. (hereinafter: the “Trustee”) on the other hand, entered into
on
January 31, 2008 (hereinafter: the “Trust Deed”) and are not secured by means of any
lien.  


	
 

	
 


	
 4.

	
 All Notes of
  this Series shall be equal inter se (pari passo), such that
  none shall have any preferential right over the other.






 30










	
 

	
 


	
 5.

	
 The Company
  reserves the right to issue, at any time, without approval of the Trustee
  and/or the Noteholders of this Series, other Notes or other Series of Notes
  or other securities of any nature or type whatsoever, whether or not vesting
  a right to convert into Company shares, at such terms as the Company shall
  find fit, whether preferable, equal or inferior to the terms of the Notes of
  this Series. The Company further reserves the right to increase the Series of Notes
  at its exclusive discretion, pursuant to the provisions of any law and
  subject to the provisions of section 2 of the terms listed overleaf.


	
 

	
 


	
 6.

	
 The Notes
  under this Certificate are further subject to the terms listed overleaf and
  to the terms set out in the Trust Deed.


	
 

	
 


	
 The Notes may not be offered, sold, transferred or disposed of in the
  Netherlands, as part of the initial spread thereof and at any time thereafter,
  either directly or indirectly, other than to qualified investors
  (gekwalificeerde beleggers) as provided in article 1:1 of the Dutch Act on
  the financial supervision (Wet
  op het financieel toezicht), except that an offering, sale or transfer
  of the Debentures on the Tel Aviv Stock Exchange  will not be deemed to be an offering in The Netherlands  . Signed by
  the Company on ___________________________








	
 

	
 


	
 _______________________________

	
 ____________________________





 I, the undersigned, ___________________, Advocate, hereby confirm that
this Note Certificate was signed  by
Plaza Centers N.V in accordance with
its documents of incorporation, via Messrs. _________________________________.


 ________________________
_____________, Advocate


 31









 The Terms Listed Overleaf


	
 

	
 

	
 


	
 1.

	
 General


	
 

	
 

	
 


	
 

	
 In this
  Note, the following terms shall have the meaning set out opposite them,
  unless otherwise required by the context, namely: 


	
 

	
 

	
 


	
 

	
 The “Company” - Plaza Centers N.V.;


	
 

	
 

	
 


	
 

	
 The “Trust Deed” – The Trust Deed between the
  Company and Reznik, Paz Nevo Trustees Ltd., entered into with respect to the
  Series B Notes;


	
 

	
 

	
 


	
 

	
 “Series B Notes” or “Series Notes” or the “Notes”
– a series, unlimited in amount,
  of registered Series B Notes, of NIS 1 par value each of the Company, to be
  issued from time to time at the Company’s exclusive discretion;


	
 

	
 

	
 


	
 

	
 The “Trustee” –  Reznik, Paz Nevo Trustees Ltd. and/or anyone serving from time
  to time as trustee for the Noteholders under the Trust Deed;


	
 

	
 

	
 


	
 

	
 “Register” – The register of the Series B
  Noteholders of the Company, wherein all Series B Noteholders will be
  registered; 


	
 

	
 

	
 


	
 

	
 “Noteholder” or “Noteowner” – the person named at such time in the
Register
  as the owner of the Note and, in the event of a number of joint holders, the
  joint holder whose name appears first in the Register;


	
 

	
 

	
 


	
 

	
 “Note Certificate” – A Series B Notes
Certificate in such wording as set out in Appendix A to the Trust Deed. 


	
 

	
 

	
 


	
 

	
 The “Law” or the “Securities Law” – the Securities Law, 5728 –
1968 and its
  regulations as shall be in effect from time to time.


	
 

	
 

	
 


	
 

	
 “Principal”
  - The total sum of the par value registered in this Note Certificate.


	
 

	
 

	
 


	
 

	
 “Consumer Price Index” or “Index” - The price index known as the
  Consumer Price Index, including fruit and vegetables, and which is published
  by the Central Bureau of Statistics, including such index even if published
  by any other official entity or institution in lieu of the Central
  Bureau of Statistic, as well as any other official index superseding the
  same, whether or not it is based on the same data on which the existing index
  is based. If another
  index supersedes it, published by such body or institution, where such body
  or institution has not prescribed the ratio between it and the index that has
  been superseded, such ratio shall be prescribed by the Central Bureau of
  Statistics.  In
  the event of such ratio not being prescribed as aforesaid, then the Trustee,
  in consultation with such economic experts as it shall select, shall fix the
  ratio between the other index and the superseded index.




 32









	
 

	
 

	
 


	
 

	
 The “Known Index” at any given time – the
  Index last published before such date.


	
 

	
 

	
 


	
 

	
 “Base Index” – the index for December 2007,
  as published on January 15, 2008.


	
 

	
 

	
 


	
 

	
 “Payment Index” – The index known on the due
  date of any payment on account of principal and/or interest.


	
 

	
 

	
 


	
 

	
 “Business Day” – A day on which most of the
  banks in Israel are open to the public for the performance of transactions.


	
 

	
 

	
 


	
 

	
 “Special Resolution” – As defined in section
6 of Appendix B to the Trust Deed. 


	
 

	
 

	
 


	
 

	
 “Subscriber” – The Noteholder under this
  Certificate, eligible for the rights provided herein on the date in question.


	
 

	
 

	
 


	
 

	
 “Stock Exchange” – The Tel Aviv Stock
  Exchange Ltd..


	
 

	
 

	
 


	
 

	
 “Rating Company” – A company approved by the
  Supervisor of the Capital Markets at the Ministry of Finance.


	
 

	
 

	
 


	
 2.

	
 Notes


	
 

	
 

	
 


	
 

	
 The Company
  will issue registered Series B Notes, unlimited in amount, payable in 5 equal
  annual installments, on July 1 of each of the years 2011 to 2015, inclusive
  (the first installment to be effected on July 1, 2011 and the last
  installment to be effected on July 1, 2015), bearing interest at a rate to be
  determined in a tender as described in the Company’s Prospectus of February
  2008, payable in semi-annual installments on July 1 and December 31 of each
  of the years 2008 to 2015 (the first installment to be effected on July 1,
  2008 and the last installment to be effected on July 1, 2015), linked
  (principal and interest) to the Consumer Price Index for the month of
  December, as was published on December 15, 2008, all pursuant to the terms
  set forth in the Note.





 33










	
 

	
 

	
 


	
 

	
 Increase in
  the series – The Company may issue, at any time and
  from time to time, without the approval of either the Noteholders or the
  Trustee, including to the Company’s subsidiary, pursuant to the provisions of
  any law, including, but without derogating from the foregoing, the Dutch laws
  with respect to market abuse, additional Series B Notes with identical terms
  to those of the Series B Notes, at such price and in such manner as the
  Company finds fit, provided that this Deed will apply to all such additional
  Series B Notes to be issued by the Company and that they shall be deemed as
  the Series B Notes first issued. Notwithstanding anything to the contrary anywhere in this Deed, an
  additional issue of Series B Notes exceeding USD 400 million, rated by a
  Rating Company (as of the date hereof, the amount refers to both Series B and
  Series B Notes), shall be effected subject to another rating by a Rating
  Company and subject further that such additional issue of Series B Notes
  shall not adversely affect the rating of the Notes first issued under this
  Deed, as then in effect. To the extent required, the Company shall obtain the
  Stock Exchange’s approval for such increase and shall publish an immediate
  report of any increase in any series of the Notes. In the event the Series B
  Notes will be increased to an aggregate principal amount of more than the
  amount raised from the public, the Trustee’s annual fee will be updated in the
  sum of NIS 5,000 (for all the
  increases collectively).


	
 

	
 

	
 


	
 

	
 The Series B
  Notes have not been offered with a discount. In the event that the Company
  issues additional Notes in the future, as part of an increase of the Series B
  Notes, at such discount rate as is different than the discount rate to be
  determined in the issue of the offered securities, the Company will apply,
  prior to the increase in the series, to the Tax Authority, for its approval
  (hereinafter: the “Tax Arrangement”) that, for the purpose of tax withholding from
  the discounting charges in respect of Notes, a uniform discounting rate shall
  be determined for the Notes, in accordance with a formula weighting the
  various discounting rates in that series, if any (hereinafter:  the “Weighted Discounting Rate”). In
the
  event of obtaining the Tax Arrangement, the Company will compute, on the date
  of the increase in the series, the Weighted Discounting Rate for the Series B
  Notes and will publish, by means of an immediate report, before the increase
  in the series subject to the Tax Arrangement, the Weighted Uniform
  Discounting Rate for the entire series and will withhold tax on the
  redemption dates of the Notes at the Weighted Discounting Rate, as aforesaid,
  pursuant to the provisions of any law.  In such event, all the other provisions of the law
  pertaining to the taxation of discounting charges shall apply.  In the event that no such Tax
  Arrangement is approved by the Israel Tax Authority, the Company shall
  withhold tax from the discounting charges, in respect of the entire series of
  the Notes, at the higher discounting rate created in respect of such series.  In such event, the Company shall
  publish, in an immediate report, before the increase of such series, the
  discounting rate determined in respect of the entire series, as aforesaid,
  and all the other provisions of the law pertaining to the taxation of
  discounting charges, shall apply.  The Company shall withhold tax upon redemption of the Notes, at the
  discounting rate to be reported as aforesaid.





 34










	
 

	
 

	
 


	
 

	
 In any event
  of an increase in the Series B Notes, on whatever grounds, where the
  discounting rate to be determined, within the framework of the issue of the
  Notes, is higher than the discounting rate of the series prior to the
  increase in the series, there may be cases where the Company withholds tax
  from the discounting charges at such rate as exceeds the discounting charges
  determined for the person who held the Notes of that series prior to the
  increase in the series (hereinafter: the “Surplus Discounting Charges”), irrespective of
  whether or not the Tax Arrangement has been obtained from the Tax Authority,
  as to setting a uniform discounting rate for the Series B Notes.  An assessee who held the Notes prior to
  the increase in the Series B Notes, up to the settlement of the Series B
  Notes held by him, will be entitled to submit a tax return to the Israel Tax
  Authority and to receive a refund of the tax at the rate of the tax withheld
  from the Surplus Discounting Charges, to the extent he is entitled to such
  refund under law.


	
 

	
 

	
 


	
 

	
 Deposit of
  additional securities – The Company reserves the
  right to issue, at any time, without approval of the Trustee and/or the
  Noteholders, other Notes or Series Notes or other securities of any nature or
  type whatsoever, at such terms as the Company shall find fit, whether
  preferable, equal or inferior to the terms of the Notes.





 35










	
 

	
 

	
 


	
 

	
The Notes may not be offered, sold,
  transferred or disposed of in the Netherlands, as part of the initial spread
  thereof and at any time thereafter, either directly or indirectly, other than
  to qualified investors (gekwalificeerde
  beleggers) as provided in article 1:1 of the Dutch Act on the
  financial supervision (Wet op het financieel toezicht),
  except that an offering, sale or transfer of the Debentures on the Tel Aviv
  Stock Exchange  will not be deemed to
  be an offering in The Netherlands  .


	
 

	
 

	
 


	
 

	
 An opinion
  that the Company has received from its attorneys in the Netherlands with
  regard to the issuing of the Notes and their listing for trade in the Stock
  Exchange is attached as Appendix D.


	
 

	
 

	
 


	
 3.

	
 The Principal


	
 

	
 

	
 


	
 

	
 Subject to
  the other terms of the Notes, the Company will settle the principal of the
  Notes in 5 equal annual installments, on July 1 of each of the years 2011 to
  2015, inclusive (the first installment to be effected on July 1, 2011 and the
  last installment to be effected on July 1, 2015). The balance of the unsettled principal
  will be linked to the Consumer Price Index, in accordance with the linkage
  terms as set out in section 5 below.


	
 

	
 

	
 


	
 4.

	
Interest


	
 

	
 

	
 


	
 

	
 The
  unsettled balance of the principal of the Series B Notes will bear annual
  interest at a rate  to be determined
  by tender as described in the Company’s Prospectus of February 2008
  (hereinafter: the “Interest Rate”).  The interest will be linked to the
  Consumer Price Index, in accordance with the linkage terms as set out in
  section 5 below.


	
 

	
 

	
 


	
 

	
 The interest
  will be paid on July 1 and December 31 of each year in the years 2008 to
  2015  for the six months ending on the
  day preceding the date of each such installment (hereinafter: the “Interest
  Period”) (i.e. with
  regard to the payment on July 1 – the period beginning on December 31
  (including) and ending on June 30 (including) and with regard to the payment
  on December 31 – the period beginning on July 1(including) and ending on
  December 30 (including) of each year) on the unsettled balance, from time to
  time, of the amount of the principal, at such Interest Period,  subject to all other terms of the Notes
  except with regard to the first interest period as detailed below..





 36










	
 

	
 

	
 


	
 

	
 The first
  interest payment will be effected on July 1, 2008 for the period commencing
  on the Clearing Day of the Notes and ending on July 1, 2008(including). The
  interest rate for the first interest period will be calculated on the basis
  of 365 yearly days and the Company will notify in an immediate report on the
  first interest rate shortly after the tender.


	
 

	
 

	
 


	
 

	
 The last
  interest installment will be effected on July 1, 2015, together with the last
  payment on account of the principal, against the return of the Notes
  Certificates to the Company. It is clarified that income tax that is to be
  withheld at the source, will be deducted from the interest payments.


	
 

	
 

	
 


	
 5.

	
Linkage Terms Of The Principal And Interest


	
 

	
 

	
 


	
 

	
 The balance
  of the unsettled principal and the interest thereon, as set out above, will
  be linked to the Consumer Price Index, as follows:


	
 

	
 

	
 


	
 

	
 Should it
  turn out on the settlement date of any installment on account of the principal
  and/or interest of the Notes that the payment Index on that date exceeds the
  Base Index, the Company will effect such installment of principal or
  interest, being increased pro rata to the rate of increase of such
  payment Index, vis-à-vis the Base Index; however, should it turn out that
  such payment Index is identical to, or lower than, the Base Index, the
  Company shall effect such payment of principal or interest, computed on the
  basis of the Base Index. 


	
 

	
 

	
 


	
 

	
 According to
  the directives of the TASE, the linkage method shall not be changed during
  the term of the Notes.


	
 

	
 

	
 


	
 6.

	
Principal And Interest Installments


	
 

	
 

	
 


	
 

	
 Any
  installment on account of the principal of the Series B Notes, respectively,
  shall be paid to whomsoever shall be registered in the Register as the
  Noteholder at the end of the 19th of June, immediately prior to
  the payment date of said payment.


	
 

	
 

	
 


	
 

	
 Any
  installment on account of the interest of the Series B Notes, respectively,
  shall be paid to whomsoever shall be registered in the Register as the
  Noteholder at the end of the 19th of June or at the end of the 19th
  of December, immediately prior to the payment date of said payment, with the
  exception of the last installment, which shall be made against the delivery
  of the Note Certificates to the Company, at the Company’s registered offices
  and/or at any other place in respect of which the Company shall provide
  notice, not later than five Business Days prior to the date designated for
  the settlement of the last payment.





 37










	
 

	
 

	
 


	
 

	
 Payments on
  account of the Principal and Interest shall be effected subject to the
  linkage terms as set out in section 5 above.


	
 

	
 

	
 


	
 

	
 Wherever the
  date of making a payment on account of the Principal and/or the interest
  falls on a day which is not a Business Day, the payment date of said payment
  shall be deferred to the first Business Day thereafter, and no interest shall
  be borne in respect of the deferment of said payment.


	
 

	
 

	
 


	
 

	
 Each payment
  due from the Company, in respect of the Notes, shall be subject to a deduction
  of tax at source, insofar as the Company is required by law to make such
  deduction.   


	
 

	
 

	
 


	
 

	
 The payment
  to the Subscriber shall be made by check or by bank transfer, in favor of the
  bank account whose details shall be submitted in writing to the Company
  beforehand, by the Subscriber, in accordance with what is stated below. Should the Company be unable, for any
  reason which is beyond the Company’s control, to pay any amount to the
  Noteholder entitled thereto, it shall deposit this amount with the Trustee,
  as stated in subsection 7.2 below.


	
 

	
 

	
 


	
 

	
 If the
  Noteholder entitled to payment did not submit, beforehand, to the Company,
  the details of the bank account for the crediting thereof by bank transfer,
  as stated, the Company shall send a check by registered mail to his last
  address registered in the Register. The sending of the check to the eligible  Noteholder by registered mail, as
stated,
  shall be deemed, for all intents and purposes, to be payment of the amount
  specified therein on the date of the dispatch thereof by mail, provided that
  it was cashed upon due presentation thereof for collection.


	
 

	
 

	
 


	
 

	
 A Noteholder
  wishing to provide notice of the bank account details for the crediting
  thereof with the payments under the Notes, as stated, or who wishes to change
  said bank account details, or his instructions with regard to the manner of
  payment, may do so by providing written notice, which shall be sent to the
  Company by registered mail; however, the Company shall comply with the
  instruction only where it reached its registered offices at least ten (10)
  days prior to the date designated for the remittance of any payment under the
  Note. Should the notice be received by the Company in delay, the Company
  shall act pursuant thereto solely with regard to those payments whose payment
  date shall fall after the payment date close to the date of receipt of the
  notice.   





 38










	
 

	
 

	
 


	
 7.

	
Failure To Pay For A Reason Beyond The
  Company’s Control


	
 

	
 

	
 


	
 

	
 7.1

	
 Any sum
  payable to a Noteholder, which is has not been actually paid on the date
  designated for payment, for any reason beyond the Company’s control, while
  the Company was willing to pay same, shall cease to bear interest and linkage
  differentials as of the date designated for payment thereof, while the
  Noteholder shall be entitled only to such payments as he would have been
  entitled to on the date designated for payment of such installment, on
  account of the principal, interest and linkage differentials.


	
 

	
 

	
 


	
 

	
 7.2

	
 The Company
  shall deposit, with the Trustee, the sum of the installment not paid in a
  timely fashion, as set out in subsection 7.1 above, not later than fifteen
  (15) business days as of the date designated for such installment, and shall
  give notice of such deposit, and such deposit shall be deemed as settlement
  of such installment, and, in the event of settlement of everything owing for
  the Note, also as redemption of the Note.


	
 

	
 

	
 


	
 

	
 7.3

	
 The Trustee
  shall invest, within the framework of trust accounts in its name and for its
  benefit, such funds as are transferred to it as set out in subsection 7.2
  above in such investments as are permitted to the Trustee under the Trust
  Deed. In
  the event that the Trustee acts as aforesaid, it shall only owe, to the
  Subscribers, in respect of such amounts, the consideration received from the
  realization of the investments less the expenses related to the said
  investment and to the management of the trust accounts, as well as the
  charges and less the obligatory payments applicable to the trust account.  From such funds, the Trustee shall
  transfer, to the Noteholders, the sums to which they are entitled, as soon as
  practicable after proof and confirmations are presented to the Trustee of
  their entitlement to such amounts, to the Trustee’s full satisfaction, and
  less its expenses. The Trustee’s fee shall be at such rate as is then
  acceptable to it.





 39










	
 

	
 

	
 


	
 

	
 7.4

	
 The Trustee
  shall hold such funds and shall invest them in the said manner, up to the end
  of one year from the final settlement date of the Notes. After such date, the Trustee shall
  transfer, to the Company, such amounts as are set out in subsection 7.3
  above, including profits arising from their investment, less its expenses, to
  the extent remaining in its possession on such date.  The Company shall hold such amounts in trust for such
  Noteholders, as are entitled to such sum, and in respect of the sums
  transferred to it by the Trustee, as aforesaid, the provisions of subsection
  7.3 above shall apply to it, mutatis mutandis.


	
 

	
 

	
 


	
 

	
 

	
 The Company
  shall confirm to the Trustee, in writing, the holding of the amounts and the
  receipt thereof on behalf of the Noteholders, and shall indemnify the Trustee
  for any claim and/or expense and/or damage of any type whatsoever incurred by
  it in the wake of, and due to, the transfer of the funds, as aforesaid,
  unless the Trustee has acted negligently.


	
 

	
 

	
 


	
 

	
 

	
 The Company
  shall hold such funds in trust on behalf of the Noteholders entitled thereto
  for six (6) additional years from the date of the transfer thereof by the
  Trustee. Funds
  not demanded from the Company by a Noteholder up to the lapse of seven (7)
  years from the date of the final settlement date of the Notes, shall be
  transferred to the Company, and the Company shall be entitled to use the
  remaining funds for any purpose whatsoever


	
 

	
 

	
 


	
 8.

	
Transfer Of Notes


	
 

	
 

	
 


	
 

	
 8.1

	
 The Notes
  are transferable with regard to any par value amount, provided that it shall
  be in whole New Israel Shekels. Any transfer of the Notes shall be made pursuant to a
  deed of transfer, drawn up as per the standard draft for a share transfer,
  duly signed by the registered holder or his legal representatives, and also
  by the transferee or his legal representatives, which shall be submitted to
  the Company at its registered offices, together with the certificates of the
  Notes being transferred pursuant thereto, and any other proof that shall be
  required by the Company for the purpose of proving the transferor’s right to
  transfer same.





 40










	
 

	
 

	
 


	
 

	
 8.2

	
 The transfer
  of Notes shall be made by the signing, by the transferor and the transferee,
  of a share transfer deed, as per such draft that is acceptable to the
  Company, together with a witness to the signature of each one of them. The
  Note transfer deed shall be submitted to the Company during normal working
  hours.


	
 

	
 

	
 


	
 

	
 8.3

	
 In the event
  of the transfer of only part of the unpaid specified principal amount of the
  Notes in this Certificate, the Certificate shall first be split, pursuant to
  the provisions of section 9 below, into the number of Note Certificates as
  required as a consequence thereof, in such a manner that the total of all the
  principal amounts specified therein, shall be equal to the specified
  principal amount of said Note Certificate.


	
 

	
 

	
 


	
 

	
 8.4

	
 After
  fulfillment of all these terms, the transfer shall be entered into the Register.


	
 

	
 

	
 


	
 

	
 8.5

	
 All of the
  expenses and commissions entailed in the transfer shall apply to the entity
  requesting the transfer.


	
 

	
 

	
 


	
 9.

	
Split Of Note Certificates


	
 

	
 

	
 


	
 

	
 9.1

	
 With respect
  to Series B Notes registered in the name of one holder, one certificate will
  be issued to such Noteholder, or at such Noteholder’s request, a number of
  certificates shall be issued (hereinafter: “Certificates”).  


	
 

	
 

	
 


	
 

	
 9.2

	
 Any Note
  Certificate may be split into a number of Note Certificates, where the total
  of all the principal amounts specified therein shall be equal to the
  specified principal amount of the Certificate whose split was requested.


	
 

	
 

	
 


	
 

	
 9.3

	
 The split of
  a Note Certificate as stated shall be done upon a requisition for the split,
  signed by the Noteholder in the Certificate or his legal representatives,
  which shall be submitted to the Company at its registered offices, together
  with the Note Certificate whose split was requested.


	
 

	
 

	
 


	
 

	
 9.4

	
 The
  splitting shall be effected within 30 days from the end of the month in which
  the certificate was delivered to the Company’s registered office. The new Notes certificates to be issued
  in the wake of the splitting, shall each be for a par value amount in whole
  New Shekels.





 41










	
 

	
 

	
 


	
 

	
 9.5

	
 All expenses
  relating to the splitting, including Stamp Duty and other levies, if any,
  shall apply to the holder seeking the splitting.


	
 

	
 

	
 


	
 10.

	
General Provisions


	
 

	
 

	
 


	
 

	
 10.1

	
 Payments on
  account of the Principal and the interest are payable and transferable
  without taking into consideration any equity rights or any offsetting rights
  or any right of counterclaim that exists or shall exist between the Company
  and a holder, former holder, including the original holder of the Notes.


	
 

	
 

	
 


	
 

	
 10.2

	
 Any holder
  becoming entitled to the Notes as a consequence of bankruptcy or as a
  consequence of dissolution proceedings of a Noteholder, shall be entitled, as
  soon as he shall provide such proof as the Company shall demand of him, from
  time to time, to be registered in the Register as the holder of the Notes or,
  subject to the terms set forth above in such Certificate, to transfer same.


	
 

	
 

	
 


	
 

	
 10.3

	
 The
  Noteholders shall be entitled to exercise their rights pursuant to the Notes
  and the Trust Deed, through the Trustee or pursuant to a resolution of the
  General Meeting of the Noteholders, in such manners as set forth in the Note
  and in the Trust Deed. Notwithstanding the foregoing, should the Trustee fail
  to act in accordance with the provisions of the Trust Deed and the Note, the
  Noteholders shall be entitled to exercise their rights, pursuant to a
  resolution of the General Meeting.


	
 

	
 

	
 


	
 

	
 10.4

	
 The right of
  immediate settlement set out in section 7 of the Trust Deed, shall be deemed
  as an inseparable part of this Note.


	
 

	
 

	
 


	
 11.

	
 Compromises And/Or Changes In The Terms Of The Notes


	
 

	
 

	
 


	
 

	
 11.1

	
 Subject to
  the provisions of the Law and the regulations enacted thereunder and unless
  otherwise specified in this Deed, the Trustee may, from time to time, and at
  any time, if it is satisfied, at its discretion, that same does not amount to
  material adverse effect of the rights of the Noteholders, waive any failure
  to fulfill any of the terms of the Notes or the Trust Deed on the part of the
  Company, that do not refer to the terms of payment of the Notes, the grounds
  for the declaration as immediately due and payable, and/or the reports that
  the Company is to deliver, to the Trustee, pursuant to the provisions of the
  Trust Deed.





 42










	
 

	
 

	
 

	
 


	
 

	
 11.2

	
 Subject to
  the provisions of the Law and the regulations enacted thereunder, and with
  the prior approval by a special resolution to be adopted at the general
  meeting of the Noteholders, at which the holders of at least fifty percent
  (50%) of the par value of the unsettled balance of the principal of all the
  Notes to be issued, pursuant to the Trust Deed, were present in person, or by
  proxy, or at an adjourned meeting, at which the holders of at least ten
  percent (10%) of such balance were present, in person or by proxy, the
  Trustee may, either before or after the principal of all the Notes to be
  issued pursuant to the Trust Deed becomes due, settle with the Company with
  respect to any right or claim of all or any of the Noteholders, and reach any
  arrangement with the Company, including waiver of any of its rights or claims
  and/or those of all or any of the Noteholders vis-à-vis  the Company. 


	
 

	
 

	
 

	
 


	
 

	
 11.3

	
 Subject to
  the provisions of the Law, the Company and the Trustee may, either before or
  after the principal of all the Notes to be issued under the Trust Deed
  becomes due, revise the Trust Deed and/or the  Notes, on the occurrence of one of the following:


	
 

	
 

	
 

	
 


	
 

	
 

	
 11.3.1

	
 The Trustee
  has been satisfied that the change does not materially adversely affect the
  rights of the Noteholders, other than revisions relating to the terms of
  payment of the Notes, the grounds for declaration as immediately due and
  payable and/or reports to be submitted by the Company to the Trustee,
  pursuant to the provisions of the Trust Deed.


	
 

	
 

	
 

	
 


	
 

	
 

	
 11.3.2

	
 The proposed
  revision has been approved by a special resolution adopted at the general
  meeting of the Noteholders, at which the holders of at least fifty percent
  (50%) of the par value of the unsettled balance of the principal of all the
  Notes to be issued, pursuant to the Trust Deed, were present in person or by proxy,
  or at an adjourned meeting, at which the holders of at least ten percent
  (10%) of such balance were present in person or by proxy.





 43










  


	
 

	
 

	
 


	
 

	
 11.4

	
 In any event
  of exercise of the Trustee’s right under this section above, the Trustee may
  demand from the Noteholders to deliver the Notes certificates to it or to the
  Company, for the purpose of entering a note, as to any compromise, waiver,
  revision or amendment as aforesaid and, at the Trustee’s demand, the Company
  shall enter such a note in the certificates furnished to it. In any event of the use of the Trustee’s
  right under this section, it shall give a written notice thereof to the
  Noteholders, within a reasonable time.


	
 

	
 

	
 


	
 12.

	
General Meetings Of The Noteholders


	
 

	
 

	
 


	
 

	
 The general
meetings of the Noteholders shall be convened and administered in accordance
with the provisions of Appendix B to the Trust Deed. 


	
 

	
 

	
 


	
 13.

	
 Receipts As Proof


	
 

	
 

	
 


	
 

	
 Without
  derogating from any other of these terms, a receipt signed by a holder of the
  Notes under this Certificate shall constitute proof of the full settlement of
  any payment specified in the receipt, which was made by the Company or by the
  Trustee, as the case may be, in respect of the Notes under this Certificate.


	
 

	
 

	
 


	
 14.

	
Replacement Of Note Certificates


	
 

	
 

	
 


	
 

	
 Should a
  Note Certificate be defaced, lost or destroyed, the Company shall be entitled
  to issue, in place thereof, a new Note Certificate, upon the same terms with
  regard to proof, indemnity and cover of the expenses that were caused to the
  Company for the purpose of clarifying the right of ownership of the Notes, as
  the Company shall deem fit, provided that, in the event of defacement, the
  defaced Note Certificate shall be returned to the Company prior to the
  issuance of the new certificate. Stamp tax and other levies, as well as other
  expenses entailed in the issuance of the new certificate, shall apply to the
  entity requesting said certificate.





 44










	
 

	
 

	
 


	
 15.

	
Notices


	
 

	
 

	
 


	
 

	
 15.1

	
 Any notice
  on behalf of the Company and/or the Trustee, to the Noteholders, shall be
  given by means of a notice published in two widely-circulated daily
  newspapers in the Hebrew language or by means of the forwarding of a notice,
  by registered mail, to the last address of the Noteholders recorded in the
  Register (and in the event of joint holders – to such holder whose name
  appears first in the Register), and any notice published or mailed, as
  aforesaid, shall be deemed to have been delivered to the Noteholder on the
  date of the publication thereof as aforesaid, or within three days from the
  date of the dispatch thereof at the post office, all as the case may be. Notwithstanding the foregoing,as long as
  the Notes are listed for trading on the Stock Exchange, the notices shall be
  given by means of publication of reports on the Magna system only and, in the
  following cases, the notice shall also be published in two widely circulated
  daily newspapers in the Hebrew language:  1) convening
  a meeting; 2) arrangement or settlement under section 350 of the Companies
  Law or under a corresponding section pursuant to another law applicable to
  the Company; 3) merger; 4) any other issue at the Trustee’s demand.  A report so published shall be
deemed to
  have been delivered to the Noteholders, on the date of publication thereof.    


	
 

	
 

	
 


	
 

	
 15.2

	
 Copies of notices
  and invitations to be given by the Company to the Noteholders shall also be
  sent by it to the Trustee. It shall be clarified that such notices and
  invitations do not include ongoing accounts by the Company to the public,
  insofar as and to the extent required.


	
 

	
 

	
 


	
 

	
 

	
 Copies of
  notices and invitations to be given by the Trustee to the Noteholders shall
  also be sent by it to the Company.


	
 

	
 

	
 


	
 

	
 15.3

	
 Any notice
  or demand on behalf of the Trustee, to the Company, or on behalf of the
  Company to the Trustee, may be given by means of a letter to be forwarded by
  registered mail to the address set out in the Trust Deed, or to any other
  address of which one party gives written notice to the other, and any such
  notice or demand shall be deemed to have been received, by its addressee,
  within three business days from the date of dispatch thereof at the post
  office.





 45










	
 

	
 

	
 


	
 16.

	
 Acquisition of Notes by the Company and/or by a Subsidiary of the
  Company 


	
 

	
 

	
 


	
 

	
 16.1

	
 The Company
  reserves the right to acquire, at any time, Notes of the Series Notes at any
  price it finds fit, without prejudice to the duty to settle the Notes held by
  others apart from the Company.


	
 

	
 

	
 


	
 

	
 16.2

	
 The Notes to
  be acquired by the Company shall be cancelled and delisted from the trading
  on the Stock Exchange, and the Company shall not be entitled to reissue them.


	
 

	
 

	
 


	
 

	
 16.3

	
 The
  Company’s subsidiary may acquire and/or sell Notes of the Series Notes, from
  time to time, subject to applicable law, including the Dutch laws with
  respect to market abuse, either on the Stock Exchange or off-market,
  including by means of an issue by the Company. The Notes to be held, as aforesaid, by a
  subsidiary, will be deemed as an asset of the subsidiary, will not be
  delisted from trading on the Stock Exchange, and will be transferable similar
  to the other Series B Notes.  The votes to which such a subsidiary will be entitled, by virtue of
  its holdings in the Notes, will not be counted for the purpose of determining
  the existence of a quorum at general meetings of Noteholders, and the Notes
  held by the subsidiary will not confer on it voting rights at such general
  meetings, so long as the Notes are held by such subsidiary.


	
 

	
 

	
 


	
 

	
 16.4

	
 Nothing in
  the foregoing in this section 3 above, per se, shall bind the Company and/or the
  Company’s subsidiary and/or the Noteholders, to acquire Notes or sell the
  Notes in their possession.


	
 

	
 

	
 


	
 17.

	
Early Redemption at the initiative of the
  Stock Exchange


	
 

	
 

	
 


	
 

	
 If a
  decision is made by the Stock Exchange on the de-listing from trade of the Notes
  in issue because the value of the Series of Notes is less than the amount set
  in the Stock Exchange directives with regard to delisting from trade of the
  Notes, the Company shall set a redemption date in which the Noteholder will
  be entitled to redeem the Notes and shall act for that purpose accordingly:


	
 

	
 

	
 


	
 

	
 17.1

	
 Within 45
  days from the date of the decision of the Board of Directors of the Stock
  Exchange regarding said delisting, the Company shall provide notice of an
  early redemption date on which the Noteholder shall be entitled to redeem the
  Notes. The
  Company shall pay, to the Noteholder, the principal, together with linkage
  differentials and interest pursuant to the terms of the Note, which had
  accrued by the date of the actual redemption.  The notice of the early redemption date shall be
  published in two daily newspapers which are widely circulated in Israel in
  Hebrew and shall be sent in writing, by registered mail, to all of the
  Noteholders at that time.





 46










	
 

	
 

	
 


	
 

	
 17.2

	
 The early
  redemption date shall fall due not prior to 17 days from the date of the
  publication of the notice and not later than 45 days from said date; however,
  not in the period between the effective date for payment of interest and the
  date of the actual payment thereof.


	
 

	
 

	
 


	
 

	
 17.3

	
 On the early
  redemption date, the Company shall redeem the Notes whose holders had
  requested redemption thereof, according to the par value thereof, together
  with the linkage differentials and interest accrued on the principal up to
  the actual redemption date (the calculation of the interest for part of a
  year shall be made on the basis of 365 days per year).


	
 

	
 

	
 


	
 

	
 17.4

	
 The
  determination of the early redemption date, as stated above, shall not have
  an adverse effect on the redemption rights set forth in the Notes, for any of
  the Noteholders who shall not redeem them on the early redemption date, as
  stated above; however, the Notes shall be delisted from trading, and they
  shall be subject, inter alia, to the tax implications
  arising therefrom.


	
 

	
 

	
 


	
 

	
 17.5

	
 Early
  redemption of the Notes, as stated above, shall not confer on any of the
  Noteholders, who shall redeem the Notes, as stated, the right to payment of
  interest in respect of the period subsequent to the actual redemption date.





 47










 Appendix B 


 Plaza Centers N.V. 


 General Meetings Of
The Noteholders 




	
 

	
 

	
 


	
 1.

	
 The Trustee
  or the Company may invite the Noteholders to a Noteholders’ meeting. If the
  Company convenes such a meeting, it is required to immediately send notice,
  in writing, to the Trustee, of the place, the date and the time at which the
  meeting will be held and of the matters to be raised for discussion thereat.


	
 

	
 


	
 

	
 The Company
  shall be required to convene such a meeting, upon the written requisition of
  the Trustee, or of the holders of at least ten percent (10%) of the par value
  of the unpaid balance of the principal of all the Notes that shall be issued
  pursuant to the Trust Deed. The Trustee shall be required to convene such a
  meeting, upon the written requisition of the holders of at least ten percent
  (10%) of the par value of the unpaid balance of the principal of all the
  Notes that shall be issued pursuant to the Trust Deed.  In the event that the requisitioners of the meeting
  are the Noteholders, the Company and/or the Trustee, as the case may be,
  shall be entitled to demand from the requisitioners indemnification for the
  reasonable expenses related thereto.


	
 

	
 


	
 

	
 When holding
  a meeting of Noteholders, the Trustee shall examine the existence of conflict
  of interests among the Noteholders under the circumstances. The Company and the Trustee shall act to
  convene class meetings of Noteholders, pursuant to the provisions of any law,
  case law, the provisions of the Law and the regulations and guidelines to be
  enacted thereunder.


	
 

	
 


	
 2.

	
 In respect
  of each Noteholders’ meeting, advance notice of at least 14 days shall be
  given to the Noteholders and to the Trustee, which shall specify the place,
  the date and the time of the meeting, and which shall also specify, in a
  general manner, the issues to be discussed at the meeting. Should the meeting be convened for the
  purpose of passing a special resolution, advance notice of at least 21 days
  shall be given, and the notice shall specify, in addition to that stated
  above, the proposed text of the special resolution. In the event of the
  convening of the meeting by the Trustee, such notice shall also be given to
  the Company. 





 48










	
 

	
 

	
 


	
 

	
 The Trustee
  may shorten the period of time for the provision of advance notices, should
  the Trustee believe that the deferment of the convening of the meeting could
  have an adverse effect on the Noteholders’ rights.   


	
 

	
 


	
 3.

	
 Any notice
  on behalf of the Company and/or the Trustee to the Noteholders, shall be
  given by means of a notice published in two widely-circulated daily newspapers
  in the Hebrew language, or by means of the forwarding of a notice by
  registered mail to the last address of the Noteholders recorded in the
  Register (and in the event of joint holders – to such holder whose name
  appears first in the Register), and any notice published or mailed, as
  aforesaid, shall be deemed to have been delivered to the Noteholder on the
  date of the publication thereof, as aforesaid, or within three days from the
  date of the dispatch thereof at the post office, all as the case may be. Notwithstanding the foregoing, as long
  as the Notes are listed for trading on the Stock Exchange, the notices shall
  be given by means of the publication of reports on the Magna system only and,
  in the following cases, the notice shall also be published in two widely
  circulated daily newspapers in the Hebrew language:  1) convening
  a meeting; 2) arrangement or settlement under section 350 of the Companies
  Law or under a corresponding section pursuant to another law applicable to
  the Company; 3) merger; 4) any other issue at the Trustee’s demand.  A report so published shall be
deemed to
  have been delivered to the Noteholders on the date of publication thereof.    


	
 

	
 


	
 4.

	
 No
  resolution which was duly passed at a meeting convened as stated above, shall
  be disqualified, if, in error, notice thereof was not given to the holders of
  at least ten percent (10%) of the par value of the unpaid balance of the
  principal of all the Notes that shall be issued pursuant to the Trust Deed,
  or if such notice was not received by said holders.


	
 

	
 


	
 5.

	
 The chairman
  of the meeting shall be the person appointed by the Trustee. Should the Trustee not appoint a
  chairman as stated, or should the person appointed by the Trustee, as stated,
  be absent from the meeting, the Noteholders who are present (or their
  proxies) shall elect a chairman from among their number.  The Noteholders’ meeting shall commence after it
shall
  be proven that a quorum exists, as required, for the commencement of the
  discussion.





 49










	
 

	
 

	
 


	
 6.

	
 (a)

	
 Subject to
  the quorum required for the dismissal of the Trustee pursuant to law, at the
  Noteholders’ meetings, with the exception of that stated in section 6(e)
  below, a quorum shall be constituted by the presence of at least two
  Noteholders who are present, either in person or in proxy, and who hold, or
  represent jointly, at least ten percent (10%) of the par value of the unpaid
  balance of the principal of all the Notes that shall be issued, pursuant to
  the Trust Deed, at that time.


	
 

	
 

	
 


	
 

	
 (b)

	
 If, within
  half an hour from the time designated for the commencement of such a meeting,
  there shall be no quorum as stated, the meeting shall be adjourned to the
  same day of the following week, in the same place and at the same time
  (without any additional notice being necessary) and, should this day not be a
  Business Day – to the next subsequent Business Day (without any additional
  notice being necessary), or to such other date, place and time as the entity
  convening the meeting shall determine, provided that the convening entity
  shall provide notice of seven (7) days in advance, at least, of the holding
  of said adjourned meeting, in the same manner in which it gave the notice of
  the holding of the original meeting, and it shall note that, should there be
  no quorum at the adjourned meeting, as stated above, the quorum shall be two
  Noteholders who are present, either in person or in proxy, without taking
  into consideration the par value of the Notes which they hold. Such notice
  may also be given in the notice pursuant to which the adjourned meeting was
  called.


	
 

	
 

	
 


	
 

	
 (c)

	
 Should there
  be no quorum at the meeting adjourned as stated above, two Noteholders who
  are present, either in person or in proxy, and who hold any amount whatsoever
  of Notes, shall constitute the quorum.


	
 

	
 

	
 


	
 

	
 (d)

	
 With the
  consent of the holders of the majority of the par value of the unpaid balance
  of the principal of all the Notes that shall be issued pursuant to the Trust
  Deed, who are present at a meeting, either in person or in proxy, at which a
  quorum exists, the Chairman may, and at the request of the meeting, is
  obligated to, defer the continuation of the meeting, from time to time and
  from place to place, as the meeting shall decide. Should the continuation of
  the meeting be deferred by ten days or more, notice shall be given of the
  continued meeting, in the same manner that notice was given of the first
  meeting. With
  the exception of the foregoing, the Noteholders shall not be entitled to
  receive any notice of a continued meeting and/or of the matters to be
  discussed by the continued meeting.  No matters shall be discussed at the continued meeting other than
  those matters which could have been discussed at the meeting at which the
  deferment was decided upon.







 50










	
 

	
 

	
 


	
 

	
 (e)

	
 At a meeting
  convened in order to pass any of the resolutions set forth below, and also
  resolutions defined in the Trust Deed, the Note, the Terms Listed Overleaf
  and this Appendix, as special resolutions (hereinafter:   “Special
  Resolution”), a quorum shall be constituted by the presence at the
  meeting of the holders of at least fifty percent (50%) of the par value of
  the unpaid balance of the principal of all the Notes that shall be issued,
  pursuant to the Trust Deed, or at an adjourned meeting, at which the holders
  shall be present, either in person or in proxy, of at least ten percent (10%)
  of said balance:


	
 

	
 

	
 


	
 

	
 (1)

	
 Any material
  amendment, modification or arrangement of the Noteholders’ rights, whether
  these rights derive from the Notes, from the Trust Deed or otherwise, or any
  material compromise or waiver in connection with these rights;


	
 

	
 

	
 


	
 

	
 (2)

	
 The
  declaration of the Notes to be immediately due and payable;


	
 

	
 

	
 


	
 

	
 The
  provisions of this subsection 6(e), shall apply subject to the provisions of
  section 2 of the Trust Deed.


	
 

	
 


	
 

	
 It is hereby
  clarified that, for the purpose of the presence of a quorum in General
  Meetings, the votes shall not be taken into account, of Noteholders which are
  subsidiaries of the Company, related companies of the Company and/or
  controlling shareholders of the Company, and/or companies controlled by them,
  and Noteholders that are subsidiaries of the Company, related companies of
  the Company and/or controlling shareholders of such company shall not be
  entitled to vote at any General Meeting.


	
 

	
 


	
 7.

	
 (a)

	
 Noteholders
  are entitled to participate in, and vote at, any General Meeting by proxy. In any vote of Noteholders, the vote
  shall be held on a poll, so that each Noteholder or his proxy shall be
  entitled to one vote in respect of each NIS 1.00 par value of the unpaid
  principal balance of the Notes by virtue of which he is entitled to vote. In
  the event of joint holders, the only vote that shall be accepted, is that of
  the holder who wishes to vote, either in person or by proxy, whose name
  appears first, out of the joint holders, in the Register.





 51









	
 

	
 

	
 


	
 

	
 (b)

	
 The
  Noteholder or his proxy may vote in respect of part of his votes for a
  particular proposed resolution; and in respect of another part of his votes,
  he may vote against it; and in respect of another part of his votes, he may
  abstain; all as he shall deem fit.


	
 

	
 

	
 


	
 

	
 (c)

	
 The Trustee
  who shall take part in a meeting, at the Company’s invitation, shall
  participate without a voting right.


	
 

	
 

	
 


	
 8.

	
 (a)

	
 The majority
  required to pass an ordinary resolution of the General Meeting is a simple
  majority of the number of votes represented in the vote, voting for or
  against. The majority required to pass a Special Resolution at a meeting, as
  stated in subsection 6 (e) above, is a majority of not less than 75% of the
  number of votes represented at such vote, voting for or against.


	
 

	
 

	
 


	
 

	
 (b)

	
 A resolution
  to amend the Trust Deed shall be passed by Special Resolution, subject to the
  provisions of the Law.


	
 

	
 

	
 


	
 

	
 (c)

	
 A
  declaration by the Chairman of the passing of a resolution or the rejection
  thereof, and entry to this effect in the minutes of the meeting, shall serve
  as conclusive evidence of this fact.


	
 

	
 

	
 


	
 9.

	
 (a)

	
 The
  instrument appointing a proxy, shall be in writing and shall be signed by the
  appointor, or by his proxy, who has due authorization, in writing. Should the
  appointor be a corporation, the appointment shall be made by authorization in
  writing, duly signed by the corporation together with the approval by an
  attorney of the validity of the signature. A proxy need not be a Noteholder
  himself.





 52










	
 

	
 

	
 


	
 

	
 (b)

	
 The
  instrument of appointment and the power of attorney or any other certificate
  pursuant to which the instrument of appointment was signed, or an
  authenticated copy of such a power of attorney, shall be deposited, at the
  Company’s offices, not less than 48 hours prior to the time of the meeting,
  in respect of which the power of attorney was given, unless determined
  otherwise in the notice convening the meeting. 


	
 

	
 

	
 


	
 

	
 (c)

	
 A vote
  conducted in accordance with the terms set forth in the instrument appointing
  a proxy shall be valid even if, prior to the meeting, the appointor passed
  away or was declared to be incapacitated, or the instrument of appointment
  was cancelled or the Note in respect of which the vote was given was
  transferred, unless notice, in writing, was received at the Company’s
  registered offices, prior to the time of the meeting, with regard to said
  death, declaration of incapacity, or cancellation or transfer, as the case
  may be.


	
 

	
 

	
 


	
 

	
 (d)

	
 Any
  corporation which is the holder of a Note, may, pursuant to duly signed
  authorization in writing, empower a person, as it shall deem fit, to act as
  its representative at any meeting of the Noteholders, and the person so
  empowered may act on behalf of the corporation which he represents.


	
 

	
 

	
 


	
 10.

	
 The Chairman
  of the meeting shall attend to the drawing up of minutes of all the
  discussions and resolutions at any General Meeting of the Noteholders, and to
  the keeping thereof in the Book of Minutes of the Noteholders’ Meetings. All minutes signed by the Chairman of
  the meeting, at which the resolutions were passed, and the discussions were
  conducted, or by a chairman of the meeting held subsequent thereto, shall
  serve as proof of the matters entered therein and, until such time as the
  contrary is proven, any resolution passed at such a meeting shall be deemed
  to have been duly passed.


	
 

	
 


	
 11.

	
 A person or
  persons appointed by the Trustee, the Company’s Secretary and any other
  person or persons authorized to this end by the Company, may attend meetings
  of the Noteholders. None of such persons shall have a vote at the General Meeting.


	
 

	
 


	
 12.

	
 All meetings
  of the Noteholders shall take place at the Company’s registered office or at
  such other address of which the convener of the meeting gives notice.





 53










Unofficial
translation from Hebrew  



AMENDMENT NO. 1 TO THE
TRUST DEED DATED JANUARY 31, 2008  



Made and entered into
in Tel Aviv, this 31 day of January, 2008 



By and Between: 



Plaza Centers N.V. 



A public company
incorporated in the Netherlands, No.: 33248324 



Of Keizersgracht 241
1016 EA Amsterdam, The Netherlands 



(Hereinafter: the
“Company”) 



Of the first part;  



And: 



Reznik Paz Nevo Trustees Ltd. 



Of 14 Yad Harutzim
Street, Tel Aviv 



Tel.: 03-6393316; Fax:
03-6393311 



(Hereinafter: the
“Trustee”). 



Of the other part;  



	Whereas 	the
Company and the Trustee entered into a Trust Deed on January 31, 2008 (the “Original
Trust Deed”) pursuant to which the Company issued to the public the
Company’s Series B Notes (the “Series B Notes” or the “Notes”). 






	 Whereas  	a
mistake has been found in Section 4 of "The Terms Listed Overleaf"






	Whereas 	In
accordance with Section 22.3 of the Original Trust Deed, the Trustee may amend the
Original Trust Deed, subject to the condition that the Trustee has been satisfied that
the amendment does not materially adversely affect the rights of the Noteholders. 






	Whereas 	the
Trustee is satisfied that the amendment to the original Trust Deed, as specified in this
amendment below, does not materially adversely affect the rights of the Noteholders; 






	Whereas 	for
the sake of good order, the parties wish to amend the original Trust Deed, all subject
and pursuant to the what is specified in this amendment as follows (the “Amendment”) 






54









Now,
therefore, it is agreed, declared and stipulated by and between the parties as follows:  



	1.  	Preamble,
Interpretation And Definitions  






	 	       1.1 	The
preamble to this Amendment constitute an integral part hereof.






	 	1.2 	The
terms specified in this Amendment shall have the meaning set out in the original Trust
Deed. 






	2.  	The
Parties’Warranties  






	 	
The
parties hereby warrant: 






	 	       2.1 	There
is no impediment under any law and/or any agreement to engage in this Amendment.






	 	       2.2 	This
Amendment has been approved by all their authorized organs.






	3.  	Amendments
to the original Trust Deed  






	 	3.1 	In
section 4 of “The Terms Listed Overleaf” of the Original Trust Deed, the
paragraph starting with the words “The last interest installment” and ending
with the words “shortly after the tender” will be amended to be as follows: 






	 	
“The
first interest payment will be effected on July 1, 2008 for the period commencing on the
Clearing Day of the Notes and ending on June 30, 2008 (inclusive), while the interest
rate for the first interest period will be calculated on the basis of 365 yearly days and
the Company will notify of the first interest rate in an immediate report shortly after
the tender.” 






	 	3.2 	All
remaining terms of the Original Trust Deed will remain unchanged.






	4  	Authorization
To Report In Magna  






	 	
By
signing this Deed, the Trustee authorizes the authorized electronic signatories of the
Company to report, in its name, on the Magna, of its entering into this Deed and its
execution of this Deed, to the extent required and/or to be required under law. 






55








In Witness Whereof The
Parties Have Signed: 




	/s/ Ran Shtarkman 
——————————————

Plaza Centers N.V. 		/s/ Reznik Paz Nevo Trustees Ltd.
——————————————

Reznik Paz Nevo Trustees Ltd. 












I, the undersigned, Uzi Eli,
Advocate, hereby confirm that this Trust Deed was signed by Plaza Centers N.V in
accordance with its documents of incorporation, via Ran Shtarkman. 


/s/ Uzi Eli
——————————————
Uzi Eli, Advocate 






56